Prepare an NDA before sharing project details

1. Purpose

The parties wish to discuss a potential business relationship covering product development, sourcing, sampling, quotation, manufacturing, quality control, logistics or related services for technical bags, backpacks, soft goods or accessories. Each party may disclose confidential information for this limited purpose only.

2. Confidential Information

Confidential Information means non-public information disclosed by either party, whether written, oral, visual, physical, electronic or sample-based, including product concepts, sketches, specifications, dimensions, materials, component details, bills of materials, pricing, supplier information, production methods, quality standards, customer data, forecasts, technical packs, prototypes, samples, photos, videos and business plans.

Confidential Information also includes the fact that discussions are taking place, unless both parties agree otherwise in writing.

3. Exclusions

Confidential Information does not include information that the receiving party can show was already lawfully known, became public without breach of this agreement, was lawfully received from a third party without confidentiality restriction, or was independently developed without use of the disclosing party's Confidential Information.

4. Use and Protection

The receiving party shall use Confidential Information only for the Purpose, protect it with reasonable care, and restrict access to employees, officers, contractors, professional advisers and approved suppliers who need access for the Purpose and are bound by confidentiality duties at least as protective as this agreement.

Neither party shall reverse engineer, copy, manufacture, source, commercialize, disclose or otherwise exploit the other party's samples, designs or technical information except as needed for the Purpose or as separately agreed in writing.

5. Samples, Materials and Intellectual Property

All samples, prototypes, molds, tooling instructions, patterns, files, drawings, technical packs and other materials supplied by a disclosing party remain that party's property unless a separate written agreement says otherwise. No license or transfer of intellectual property rights is granted by this agreement except the limited right to review and use Confidential Information for the Purpose.

6. Required Disclosure

If the receiving party is legally required to disclose Confidential Information, it shall, where legally permitted, give prompt notice to the disclosing party and disclose only the portion required by law, court order or competent authority.

7. Return or Destruction

On written request, the receiving party shall return or destroy Confidential Information in its possession, except that one archival copy may be retained for legal, compliance or back-up purposes and remains subject to this agreement.

8. Term

Unless completed differently above, this agreement remains in force for two years from the Effective Date. Confidentiality duties continue for three years after disclosure. Trade secrets and highly sensitive technical information remain protected for as long as they remain non-public under applicable law.

9. No Obligation

This agreement does not require either party to proceed with any quotation, sample order, production order, purchase, supply arrangement or other business relationship.

10. No Warranty

Confidential Information is provided as-is for evaluation. Neither party gives any warranty about completeness, accuracy or fitness for purpose unless separately agreed in writing.

11. Remedies

Each party acknowledges that unauthorized disclosure or misuse of Confidential Information may cause harm that cannot be fully compensated by damages. The disclosing party may seek injunctive relief or other equitable remedies in addition to any other available remedies.

12. Governing Law and Disputes

This agreement is governed by the law completed above. If no governing law is completed, the parties shall first attempt to resolve any dispute through good-faith commercial discussion before starting formal proceedings.

13. Electronic Signature and Counterparts

This agreement may be signed electronically and in counterparts. A typed name, scanned signature, platform-based e-signature or other reliable electronic signature method is intended to be valid and binding to the extent permitted by applicable law.

14. Entire Agreement

This agreement is the complete agreement between the parties on confidentiality for the Purpose and replaces prior confidentiality discussions about the same subject, unless the parties later sign a separate agreement.