SayPro Signed Confidentiality and Data Use Agreement (SayPro Standard Form)

SayPro Signed Confidentiality and Data Use Agreement
(SayPro Standard Form)

This Confidentiality and Data Use Agreement (“Agreement”) is made and entered into as of [Date] by and between:

SayPro, with its principal place of business at [Address] (“Disclosing Party”),
and
[Recipient Name], with a principal place of business at [Recipient Address] (“Recipient” or “Receiving Party”).

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1. SayPro Purpose

The Receiving Party agrees to receive certain confidential and proprietary information from the Disclosing Party for the sole purpose of [describe the purpose, e.g., evaluation, collaboration, research].

2. SayPro Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” shall include any and all technical and non-technical information provided by SayPro, including but not limited to data, reports, business plans, software, financial information, and other proprietary materials.

3. SayPro Obligations of Receiving Party

The Receiving Party agrees to:

• Maintain the confidentiality of the Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.
• Use the Confidential Information solely for the Purpose defined in this Agreement.
• Not disclose Confidential Information to any third party without prior written consent from SayPro.
• Limit access to Confidential Information to employees or agents who have a need to know and are bound by confidentiality obligations no less restrictive than this Agreement.

4. SayPro Data Use

The Receiving Party agrees to use any data provided by SayPro only as expressly authorized by SayPro and in compliance with all applicable laws and regulations regarding data protection and privacy.

5.SayPro Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Was already known to the Receiving Party prior to disclosure by SayPro.
• Is lawfully obtained from a third party without breach of any confidentiality obligation.

6. SayPro Term

This Agreement shall remain in effect for [duration, e.g., two years] from the date of signing, or until terminated by either party with [notice period, e.g., 30 days] written notice. Obligations of confidentiality shall survive termination for a period of [e.g., 3 years].

7. SayPro Return or Destruction of Materials

Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, including any copies or derivatives thereof, as requested by SayPro.

8. SayPro No License

Nothing in this Agreement grants the Receiving Party any rights, by license or otherwise, to any patents, copyrights, trademarks, or other intellectual property of SayPro.

9.SayPro Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

10. SayPro Miscellaneous

This Agreement constitutes the entire agreement between the parties relating to Confidential Information and supersedes all prior agreements and understandings. Any amendments must be in writing and signed by both parties.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SayPro
By: ___________________________
Name: _________________________
Title: __________________________

Recipient
By: ___________________________
Name: _________________________
Title: __________________________