Non Disclosure Agreement XCLUSIVE PALACE
Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the “Agreement”) is entered into as of (Auto Populated Date) by and between (Member Name)
Disclosing Party:** XCLUSIVE PALACE,“Disclosing
Collectively referred to as the “Parties” and individually as a “Party.”
- Purpose
The Parties wish to explore a potential membership relationship involving attending XCLUSIVE PALACE private member-only social group parties/events for networking and recreational purposes. In connection with this purpose, the members agrees to refrain from sharing publically information with non-members of the social group regarding details of the party/event, identities of other MEMBERS or Host(s) present at the party, vendors or volunteer staff, this information is deemed as “confidential.”
- Definition of Confidential Information
“Confidential Information” means all non-public information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally, visually, or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to: business plans, strategies, and projections financial data product designs and specifications customer lists and supplier information software, source code, and technical data trade secrets.
- Obligations of Receiving Party
The Receiving Party agrees to:
Maintain the confidentiality of the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.
Use the Confidential Information solely for the Purpose.
Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted herein.
Limited disclosure to employees, contractors, or affiliates on a need-to-know basis, who are bound by confidentiality obligations no less protective than this Agreement.
- Exclusions
Confidential Information does not include information that:
Was in the public domain at the time of disclosure or becomes public through no fault of the Receiving Party.
Was known to the Receiving Party prior to disclosure, as evidenced by written records.
Is rightfully received from a third party without breach of any obligation of confidentiality.
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Is compelled to be disclosed by law or a valid court order, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in seeking a protective order.
- Term
This Agreement follows these terms:
Confidential Information remains confidential for an indefinite period of time or until the information no longer qualifies as confidential as defined herein (whichever is longer).
The Receiving Party’s duty to mask and protect Confidential Information remains in effect for the duration of this Agreement and, to the extent necessary, for the period required to protect trade secrets under applicable law.
- Return or Destruction
Upon written request or termination of discussions, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation, subject to customary archival preservation obligations.
- No License
Nothing in this Agreement conveys any rights to the Receiving Party under any patent, copyright, trademark, or other intellectual property, except as expressly set forth herein.
- No Warranty
All Confidential Information is provided “as is.” The Disclosing Party makes no warranties, express or implied, regarding its accuracy or completeness.
- Remedies
The Parties acknowledge that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm. The Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies.
Disclosing Party: XCLUSIVE PALACE
Receiving Party: Member
