Certainly! Below is a Confidentiality Agreement (Non-Disclosure Agreement, or NDA) for SayPro Development Royalty to ensure that sensitive business strategies, customer data, and proprietary information remain confidential.

SayPro Development Royalty

Confidentiality Agreement (Non-Disclosure Agreement)

This Confidentiality Agreement (the “Agreement”) is entered into as of the [Insert Date] (the “Effective Date”) by and between:

• SayPro Development Royalty, a [Company Type, e.g., Corporation] with its principal place of business at [Company Address] (“Disclosing Party”); and
• [Recipient Name], an individual or company with its principal place of business at [Recipient Address] (“Receiving Party”).

Hereinafter, both parties may collectively be referred to as the “Parties” or individually as a “Party”.

1. Purpose of Disclosure

The Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of [describe the purpose of disclosure, e.g., partnership, business transaction, consultation, evaluation of a potential business relationship, etc.].

2. Definition of Confidential Information

For the purpose of this Agreement, “Confidential Information” includes, but is not limited to:

• Business strategies, plans, and projections.
• Marketing and sales strategies, data, and reports.
• Customer data, including names, addresses, contact details, preferences, and purchasing history.
• Proprietary information, including trade secrets, software, algorithms, designs, systems, technologies, and formulas.
• Financial information, pricing models, revenue projections, and profit margins.
• Employee information, including salary details, performance reviews, and internal processes.
• Any other information that is disclosed and is either marked as confidential or would reasonably be understood to be confidential due to its nature or the circumstances under which it is disclosed.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

• Maintain Confidentiality: Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.
• Use the Confidential Information Solely for the Purpose: Use the Confidential Information only for the specific purpose stated in Section 1 of this Agreement.
• Take Reasonable Measures to Protect: Implement and maintain reasonable safeguards to protect the confidentiality of the Confidential Information, using at least the same level of care as the Receiving Party uses to protect its own confidential and proprietary information.
• Limit Access: Limit access to the Confidential Information to only those employees, agents, or contractors who need to know it for the purpose specified and who are bound by confidentiality obligations at least as stringent as those in this Agreement.

4. Exclusions from Confidential Information

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

• Was publicly known at the time of disclosure or becomes publicly available without breach of this Agreement.
• Was already known to the Receiving Party at the time of disclosure, as evidenced by written records.
• Is disclosed to the Receiving Party by a third party without breach of any obligation of confidentiality.
• Is independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information.
• Is disclosed pursuant to a court order, government request, or other legal process, provided that the Receiving Party shall promptly notify the Disclosing Party of such a requirement before disclosing the Confidential Information, to the extent permitted by law.

5. Return of Confidential Information

Upon the written request of the Disclosing Party, the Receiving Party shall:

• Return or Destroy: Immediately return or destroy (at the Disclosing Party’s discretion) all Confidential Information and any copies thereof, including physical and electronic copies, in the Receiving Party’s possession.
• No Retention: The Receiving Party shall not retain any copies or notes containing Confidential Information after termination or completion of the purpose for which the Confidential Information was disclosed.

6. Term and Termination

This Agreement shall remain in effect for a period of [Insert Duration, e.g., 2 years] from the Effective Date, or until terminated by either Party in writing. The confidentiality obligations shall survive the termination of this Agreement for a period of [Insert Duration, typically 5 years] from the date of termination or until the Confidential Information no longer qualifies as confidential.

7. No License or Ownership

Nothing in this Agreement shall be construed as granting any license or rights to the Receiving Party under any intellectual property rights owned or controlled by the Disclosing Party, including patents, copyrights, trademarks, or trade secrets, unless explicitly stated in writing.

8. No Obligation to Proceed

Nothing in this Agreement obligates the Receiving Party to proceed with any proposed transaction or business relationship with the Disclosing Party. The Receiving Party has the right to reject any business proposal or negotiation at any time.

9. Indemnification

The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party, its affiliates, employees, agents, and officers from and against any and all damages, losses, liabilities, and costs (including attorney’s fees) arising out of or in connection with a breach of this Agreement by the Receiving Party.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State/Country] without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved through [Arbitration/Mediation] in [Location of Arbitration/Mediation], and the prevailing Party shall be entitled to recover its costs, including attorney’s fees.

11. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior agreements or understandings, whether written or oral.
• Amendments: This Agreement may only be amended or modified in writing and signed by both Parties.
• Severability: If any provision of this Agreement is deemed invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
• Binding Agreement: This Agreement is binding upon the Parties and their respective successors and assigns.

12. Signatures

By signing below, both Parties acknowledge that they have read, understood, and agreed to the terms of this Confidentiality Agreement.

Disclosing Party: SayPro Development Royalty
Signature: ___________________________
Name: [Your Name]
Title: [Your Job Title]
Date: ___________________________

Receiving Party:
Signature: ___________________________
Name: [Recipient’s Name]
Title: [Recipient’s Title]
Date: ___________________________

Important Notes:

1. Customizable Terms: You can modify the term length, exclusions, and other sections depending on the nature of your business relationship and jurisdiction.
2. Enforceability: Ensure this NDA is tailored to your local laws, as legal requirements for confidentiality agreements can vary by country or state.
3. Jurisdiction and Dispute Resolution: Specify the state/country where disputes will be resolved (e.g., via mediation, arbitration, or through the court system).

This Non-Disclosure Agreement (NDA) ensures that sensitive business strategies, customer data, and proprietary information remain confidential, while also establishing clear guidelines on how confidential information should be handled and what actions will be taken in the event of a breach.

Would you like to make any modifications or include additional clauses to further tailor this agreement to your specific needs?