This Non-Disclosure Agreement (“Agreement”) is entered into between Canvas Shoes (referred to as “Disclosing Party”) and the individual or entity accessing our website or engaging in any business discussions or transactions with us (referred to as “Receiving Party”).
- Confidential Information: a. Definition: “Confidential Information” refers to any non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, including but not limited to trade secrets, product designs, manufacturing processes, business strategies, customer lists, and financial data. b. Exclusions: The obligations of this Agreement do not apply to information that:
- Is already known to the Receiving Party at the time of disclosure;
- Becomes publicly available through no fault of the Receiving Party;
- Is independently developed by the Receiving Party without reference to the Confidential Information.
- Non-Disclosure Obligations: a. Protection: The Receiving Party agrees to treat the Confidential Information with the same degree of care and protection as it would protect its own confidential information of a similar nature, but not less than a reasonable standard of care. b. Use Limitation: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating or engaging in business discussions with the Disclosing Party. Any other use or disclosure requires prior written consent from the Disclosing Party. c. Non-Disclosure: The Receiving Party shall not disclose, directly or indirectly, any Confidential Information to third parties without the prior written consent of the Disclosing Party, except as required by law or authorized by this Agreement.
- Term and Termination: a. This Agreement shall commence on the date of acceptance and shall remain in effect for a period of [X] years from the date of disclosure of the Confidential Information. b. Either party may terminate this Agreement in writing if the other party breaches any provision herein. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof.
- Remedies: a. In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other legal remedies available. b. The prevailing party in any legal action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorney’s fees and costs incurred.
- Entire Agreement: This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes any prior agreements, whether written or oral.
By accessing our website or engaging in any business discussions or transactions with us, you acknowledge and agree to be bound by the terms and conditions of this Non-Disclosure Agreement.