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Explanation for CUSTOMER LIST Non Disclosure AGREEMENT

Below we provide an explanation for each of the provisions in the Customer List Nondisclosure Agreement.

1.    Introduction

Where indicated, list the full names of the company or person providing the list (called the "Company" in the remainder of the agreement), and the company or person receiving the list (called the "Receiving Party"). Also identify the list, either by name or some other way.

2.    List a Trade Secret

This clause makes clear that the list is your trade secret.

3.    Purpose of Disclosure

State here how the receiving party will be allowed to use the list-for example, for advertising purposes. The receiving party will need to get your permission for any uses not listed here.

4.    Receiving Party's Obligations

This clause requires the receiving party to treat the list as a trade secret. The receiving party may not disclose the list to others without your permission.

5.    Term

This clause states how long the receiving party's confidentiality obligations will last. You'll need to pick one of two alternatives. The first alternative provides the longest term possible-the receiving party must keep the list confidential until it is no longer a trade secret or you release the receiving party from the confidentiality obligation. This provision favors you.

The second alternative specifies an end date. Usually this is anywhere from six months to five years.

6.    No Rights Granted

This clause is intended to make clear that the receiving party is not acquiring any ownership rights in the list by virtue of this agreement.

7.    Warranty

A warranty is a promise. In this provision, you promise the receiving party that you have the right to disclose the list. This is intended to assure the receiving party that it won't be sued by some third party claiming that the list belonged to it and that you had no right to reveal it to the receiving party.

General Provisions

Here's an an explanation for the boilerplate provisions --  Relationships, Severability, Integration, Waiver. Injunctive Relief, Indemnity, Attorney Fees, Governing Law, Jurisdiction, Successors & Assigns, and Signatures

 

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