Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into as of [Date], by and between:

Email-Consultant.com Email: info@email-consultant.com (“Disclosing Party”)

and

[Client Name] Address: [Client Address] Email: [Client Email] (“Receiving Party”)

Collectively referred to as the “Parties” and individually as a “Party”.

1. Purpose

The purpose of this Agreement is to set forth the terms and conditions under which the Disclosing Party will disclose certain confidential and proprietary information to the Receiving Party for the purpose of [state the purpose, e.g., evaluating a potential business relationship] (the “Purpose”).

2. Definition of Confidential Information

2.1 “Confidential Information” means all information, whether written, oral, electronic, or other form, that is disclosed by the Disclosing Party to the Receiving Party and is designated as confidential or that the Receiving Party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, strategies, financial information, technical data, trade secrets, customer lists, and marketing materials.

2.2 Confidential Information does not include information that:

• (a) is or becomes publicly available without breach of this Agreement by the Receiving Party;
• (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party;
• (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
• (d) is rightfully received by the Receiving Party from a third party without a duty of confidentiality.

3. Obligations of Receiving Party

3.1 The Receiving Party agrees to:

• (a) Maintain the confidentiality of the Confidential Information 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;
• (c) Take all reasonable measures to protect the confidentiality of the Confidential Information, which measures shall be at least as stringent as those used to protect its own confidential information of a similar nature;
• (d) Disclose the Confidential Information only to those of its employees, agents, or advisors who need to know the information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.

4. Non-Disclosure of Client Identity

4.1 The Disclosing Party agrees not to reveal the identity of the Receiving Party as a client for references, marketing, testimonials, or any other purposes without the prior written consent of the Receiving Party.

5. Return or Destruction of Confidential Information

5.1 Upon the termination of this Agreement or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and any copies thereof. The Receiving Party shall certify in writing its compliance with this obligation.

6. No License

6.1 Nothing in this Agreement shall be construed as granting any rights to the Receiving Party, by license or otherwise, to any of the Disclosing Party’s Confidential Information, except as expressly set forth herein.

7. Term and Termination

7.1 This Agreement shall commence on the date first written above and shall continue in effect until terminated by either Party with thirty (30) days’ written notice.

7.2 The obligations of confidentiality and non-use shall survive the termination of this Agreement for a period of five (5) years from the date of such termination.

8. No Warranty

8.1 All Confidential Information is provided “as is.” The Disclosing Party makes no warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of any Confidential Information disclosed under this Agreement.

9. Remedies

9.1 The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages may not be an adequate remedy. The Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable relief in addition to any other remedies available at law or in equity.

10. Governing Law and Jurisdiction

10.1 This Agreement shall be governed by and construed in accordance with the laws of the Netherlands.

10.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Netherlands.

11. Miscellaneous

11.1 Amendments: Any amendments to this Agreement must be made in writing and signed by both Parties.

11.2 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

11.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

11.4 Waiver: No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party against whom the waiver is sought to be enforced.

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the date first above written.

Email-Consultant.com

By: __________________________
Name: ________________________
Title: _________________________

[Client Name]

By: __________________________
Name: ________________________
Title: _________________________