NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (the "Agreement") is entered into between AARARU (the "Disclosing Party") and the purchaser of the design (the "Receiving Party"). The Disclosing Party and the Receiving Party shall collectively be referred to as the "Parties" in this Agreement.
1. Purpose
The purpose of this Agreement is to protect the confidential and proprietary information shared by the Disclosing Party with the Receiving Party regarding the design (the "Confidential Information").
2. Confidentiality Obligations
The Receiving Party agrees to maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information solely for the purpose of evaluating the design and potential development or resale.
3. Scope of Confidential Information
The Confidential Information includes all design-related information shared by the Disclosing Party, including but not limited to architectural plans, drawings, concepts, specifications, and any other information that is designated as confidential.
4. Exclusions
The obligations of confidentiality shall not apply to any information that:
a) is already in the public domain at the time of disclosure;
b) becomes part of the public domain through no fault of the Receiving Party;
c) is lawfully obtained from a third party without any obligation of confidentiality;
d) is independently developed by the Receiving Party without reference to the Confidential Information; or
e) is required to be disclosed by law or court order, provided that the Receiving Party provides prompt notice to the Disclosing Party to allow for appropriate protective measures.
5. Ownership and Intellectual Property
The Receiving Party acknowledges that all intellectual property rights in the design, including but not limited to copyrights and patents, belong solely to the Disclosing Party. The Receiving Party shall not acquire any rights or licenses to the design, except as expressly provided in a separate agreement.
6. Term and Termination
This Agreement shall remain in effect indefinitely, unless terminated by either Party upon written notice. Upon termination, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and any materials related thereto.
7. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the effective date set forth below.
[Disclosing Party]
By: _______________________
Name: _____________________
Title: ______________________
[Receiving Party]
By: _______________________
Name: _____________________
Title: ______________________
Effective Date: __________________