Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the 'Agreement') is entered into on this {{day}} day of {{month}}, {{year}} (the 'Effective Date'), by and between:
{{publisher_company_name}}, a company duly incorporated under the laws of {{publisher_jurisdiction}}, with its principal place of business at {{publisher_address}} (hereinafter referred to as the 'Publisher'); and
{{author_full_name}}, an individual residing at {{author_address}} (hereinafter referred to as the 'Author').
The Publisher and the Author are hereinafter collectively referred to as the 'Parties' and individually as a 'Party'.
1. Purpose
The Parties wish to explore a potential business relationship concerning the evaluation and potential publication of a literary work (the 'Project'). In connection with this exploration, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.
2. Definition of Confidential Information
'Confidential Information' means any and all information, whether written, oral, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party hereunder, including, but not limited to, the literary work (manuscript, proposals, outlines, etc.), creative ideas, concepts, characters, plots, marketing strategies, business plans, financial information, and any other proprietary information related to the Project and the Disclosing Party's business operations. Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of the Receiving Party;
(b) was properly known to the Receiving Party, without restriction, prior to disclosure by the Disclosing Party;
(c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or
(d) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, and who has no known obligation of confidentiality to the Disclosing Party.
3. Obligations of Receiving Party
The Receiving Party agrees to:
(a) hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;
(b) use the Confidential Information solely for the Purpose stated in Section 1 of this Agreement;
(c) take all reasonable measures to protect the confidentiality of the Confidential Information, which shall be at least as stringent as those used to protect its own confidential information of a similar nature;
(d) limit access to the Confidential Information to its employees, agents, and representatives who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.
4. Return or Destruction of Confidential Information
Upon the Disclosing Party's request, or upon the termination of discussions concerning the Project, the Receiving Party shall promptly return to the Disclosing Party or destroy (at the Disclosing Party's option) all Confidential Information, including all copies, reproductions, and summaries thereof, and certify in writing to the Disclosing Party that such return or destruction has been completed.
5. Term
This Agreement shall commence on the Effective Date and shall remain in full force and effect for a period of {{term_years}} years, or until such time as the Confidential Information no longer constitutes confidential information as defined herein, whichever occurs first.
6. Remedies
The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to enforce the provisions of this Agreement.
7. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. The Parties agree to submit to the exclusive jurisdiction of the courts located in {{jurisdiction_city}}, {{jurisdiction_country}} for the resolution of any disputes arising out of or in connection with this Agreement.
8. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.
9. Amendments
Any amendment or modification to this Agreement must be in writing and signed by both Parties.
Signature Block
IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.
___________________________
Publisher Company Name:
Name: {{publisher_signer_name}}
Title: {{publisher_signer_title}}
Date: {{publisher_signature_date}}
___________________________
Author Full Name:
Name: {{author_signer_name}}
Date: {{author_signature_date}}
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