1. Purpose
The Receiving Party agrees to receive confidential information from Wicked Rogaines for the purpose of discussing and/or contributing to business development, strategy, partnerships, branding, and/or operations related to Wicked Rogaines USA.
2. Confidential Information
“Confidential Information” includes, but is not limited to, all non-public information disclosed verbally, visually, or in writing, including business plans, creative concepts, financials, marketing strategies, proprietary designs, partner relationships, technology, communications, and trade secrets.
3. Obligations of Receiving Party
The Receiving Party agrees to:
a. Not disclose Confidential Information to any third party without written consent.
b. Use Confidential Information solely for the purpose stated above.
c. Take reasonable steps to protect the confidentiality of the information.
d. Promptly notify Wicked Rogaines of any unauthorized use or disclosure.
4. Exclusions
Confidential Information does not include information that:
a. Was publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party;
b. Is disclosed by a third party legally and without restriction;
c. Is independently developed by the Receiving Party without reference to Wicked Rogaines’ Confidential Information.
5. Term
This Agreement shall remain in effect for 2 years from the date of signature, or until such time as all Confidential Information becomes public through no fault of the Receiving Party.
6. Return of Materials
Upon request, the Receiving Party agrees to return or destroy all materials containing Confidential Information.
7. No License or Ownership
This Agreement does not grant any rights, license, or ownership in any Confidential Information.
8. Governing Law
This Agreement shall be governed by the laws of the State of [Insert State, e.g., California], without regard to its conflict of law principles.
9. Entire Agreement
This document represents the entire agreement between the parties and supersedes all prior discussions or agreements.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date below.