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NDA Sales
"I need a Sales NDA to protect confidential pricing and customer information when sharing data with a potential distributor in California, who will be selling our software products starting March 2025."
1. Parties: Identification of the disclosing and receiving parties, including legal entities and addresses
2. Background: Context of the business relationship and purpose of sharing confidential information in relation to sales activities
3. Definitions: Clear definitions of confidential information, trade secrets, and other key terms specific to sales activities
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Use: Specific purposes for which the confidential information may be used
6. Term and Termination: Duration of the agreement and conditions for termination
7. Return of Confidential Information: Requirements for returning or destroying confidential information
1. Non-Solicitation: Prevents poaching of customers or employees - include when sharing customer lists or employee information
2. Non-Competition: Restricts competitive activities - include when sharing highly sensitive sales strategies or market information
3. Data Protection: Specific provisions for handling personal data - include when sharing customer personal information
4. Whistleblower Protection: Immunity provisions for legitimate whistleblowing - required by DTSA for enforceability in US courts
1. Description of Confidential Information: Detailed list of specific confidential information covered
2. Authorized Representatives: List of individuals authorized to receive confidential information
3. Security Protocols: Specific procedures for handling and protecting confidential information
4. Territory Schedule: Geographic areas where the NDA applies, if relevant to sales territories
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