NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT (NDA) FOR O! BEAUTY LLC

THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

BETWEEN

  1. XXX LLC, hereinafter referred to as (“Disclosing Party,”)

AND

  1. [Recipient’s Name], hereinafter referred to as (“Receiving Party,”) collectively referred to as the (“Parties.”)

RECITALS

WHEREAS, XXX  LLC (the “Disclosing Party”) is the owner of an online business and platform with confidential information related to [brief description of business objectives];

WHEREAS, [Recipient’s Name] (the “Receiving Party”) desires to explore team building and partnership opportunities with the Disclosing Party;

WHEREAS, the Parties acknowledge that the information to be shared during their discussions is confidential and requires protection;

NOW, THEREFORE, in consideration of the mutual promises and covenants, the Parties agree as follows:

  1. PURPOSE:

The Parties desire to engage in discussions and exchange of confidential information related to the development and operation of an online business and platform called XXX  LLC (“Business”) in connection with exploring potential team building and partnership opportunities. The Parties acknowledge that the information to be disclosed during the course of their discussions is of a confidential nature and warrants protection.

  1. TERM AND TERMINATION:

This Agreement shall commence on the date first written above and shall continue for a period of [insert number of years] years from the date of disclosure of each specific item of Confidential Information, or until otherwise terminated by either Party upon written notice. The obligations of confidentiality under this Agreement shall survive the termination of any discussions or potential partnership opportunities between the Parties.

  1. DEFINITION OF CONFIDENTIAL INFORMATION:

“Confidential Information” shall mean any non-public, proprietary, or confidential information, whether written, oral, or in any other form, disclosed by the Disclosing Party to the Receiving Party, which is designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

  1. Business plans, strategies, and models
  2. Financial information, including revenue, profit, and expenditure data
  3. Intellectual property, including trade secrets, patents, trademarks, copyrights, and proprietary software
  4. User data, including customer information and personal data
  5. Marketing and promotional materials
  6. Any other information that is not publicly available and is disclosed in connection with the business.
  7. OBLIGATIONS OF THE RECEIVING PARTY:

The Receiving Party agrees to:

  1. Maintain strict confidentiality: The Receiving Party shall maintain the Confidential Information in strict confidence and use it solely for the purpose of evaluating potential team building and partnership opportunities with the Business.
  2. Limited disclosure: The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
  3. Restricted access: The Receiving Party shall restrict access to the Confidential Information to its employees, consultants, or agents who have a legitimate need to know and who are bound by obligations of confidentiality no less restrictive than those contained in this Agreement.
  4. Protection of Intellectual Property: The Receiving Party shall take all reasonable measures to protect the Disclosing Party’s intellectual property rights, including trade secrets, patents, trademarks, copyrights, and proprietary software.
  5. EXCLUSIONS FROM CONFIDENTIAL INFORMATION:

The obligations of confidentiality set forth in this Agreement shall not apply to any information that:

  1. Is already known to the Receiving Party at the time of disclosure, as evidenced by written records;
  2. Is or becomes publicly available through no wrongful act of the Receiving Party;
  3. Is independently developed by the Receiving Party without reference to the Confidential Information;
  4. Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality; or
  5. Is required to be disclosed by law, regulation, or court order. However, the Receiving Party shall, to the extent legally permissible, promptly notify the Disclosing Party of any such required disclosure.
  6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION:

Upon the written request of the Disclosing Party or upon termination of discussions or collaboration between the Parties, the Receiving Party shall promptly return all tangible embodiments of the Confidential Information (including any copies, notes, or summaries) or, at the Disclosing Party’s option, securely destroy such materials and provide written certification of their destruction.

  1. INTELLECTUAL PROPERTY RIGHTS:

Nothing in this Agreement shall be construed as granting, either expressly or implicitly, any rights or licenses to the Receiving Party with respect to the Disclosing Party’s intellectual property, except as expressly provided herein. All intellectual property rights associated with O! Beauty LLC shall remain the exclusive property of the Disclosing Party.

  1. REMEDIES FOR BREACH:

The Parties agree that any breach or threatened breach of this Agreement may cause irreparable harm for which monetary damages alone would not be an adequate remedy. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the provisions of this Agreement without the need for posting a bond.

  1. WARRANTY:

The Parties acknowledge and agree that the Confidential Information is provided on an “as-is” basis, and the Disclosing Party makes no representations or warranties regarding the accuracy, completeness, or usefulness of the Confidential Information.

  1. NON-SOLICITATION:

The Receiving Party agrees not to directly or indirectly solicit, entice, or hire any employees, contractors, or consultants of the Disclosing Party for a specified period following the termination of discussions or collaborations, as set forth in the Agreement.

  1. NO DISPARAGEMENT:

The Parties agree not to make any negative or disparaging statements, orally or in writing, about each other, their products, services, or employees, during or after the term of the Agreement.

  1. NON-COMPETITION CLAUSE:

The Receiving Party agrees not to engage in any business or activities that directly compete with O! Beauty LLC during the term of the NDA and for a specified period after the termination of discussions or collaboration.

  1. TERMINATION:

This Agreement may be terminated by mutual agreement between the Parties or by either Party with [insert number of days, e.g., 30 days] prior written notice to the other Party.

In the event of a material breach of any provision of this Agreement by either Party, the non-breaching Party may terminate this Agreement by providing written notice, unless the breach is cured within [insert number of days, e.g., 15 days] of receipt of such notice.

Upon termination, the Receiving Party shall promptly return all tangible embodiments of the Confidential Information received from the Disclosing Party, or, at the Disclosing Party’s option, securely destroy such materials and provide written certification of their destruction. The confidentiality and intellectual property rights obligations under this Agreement shall survive the termination.

  1. DISPUTE RESOLUTION MECHANISM:

In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the matter amicably through mediation. If mediation does not result in a resolution, the dispute shall be settled through binding arbitration in accordance with the rules of the American Arbitration Association. The costs of mediation and/or arbitration shall be borne by the party initiating the dispute.

  1. GOVERNING LAW AND JURISDICTION:

This Agreement shall be governed by and construed in accordance with the laws of [your state or jurisdiction]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [your state or jurisdiction].

  1. ENTIRE AGREEMENT:

This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.

  1. AMENDMENTS:

Any amendment to this Agreement must be made in writing and signed by both Parties.

  1. COUNTERPARTS:

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same document.

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

Signed by or on behalf of:

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING

DISCLOSING PARTY                                  RECEIVING PARTY

NAME:                                                     NAME:

XXX  LLC                                       _________________________

SIGNATURE:                                             SIGNATURE:

______________________________           _________________________

DATE:                                                      DATE:

______________________________          _________________________

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