Effective Date:
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the date above by and between:
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Saha Sales Inc., a California corporation, d/b/a Saha Lighting Solutions 1823 N Solano Ave, Ontario, CA 91764 Email: edmond@sahalighting.com (the "Company") |
[CUSTOMER NAME] (address) (email) (the "Recipient") |
The Company and the Recipient are each a "Party" and collectively the "Parties."
The Parties wish to explore a potential business relationship regarding access to the Lighting Studio SaaS platform and related services (the "Purpose"). In connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other Party.
"Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), either directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to: business plans, pricing, financial data, customer and prospect lists, software, source code, product designs, technical specifications, trade secrets, and proprietary processes. Confidential Information includes all information marked "Confidential," "Proprietary," or similar, and any information that a reasonable person would consider confidential given the nature of the disclosure.
The Receiving Party agrees to:
(a) hold all Confidential Information in strict confidence using no less care than it uses to protect its own confidential information, and in no event less than reasonable care;
(b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent;
(c) use Confidential Information solely for the Purpose and for no other purpose; and
(d) limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
The obligations of this Agreement do not apply to information that the Receiving Party can demonstrate: (a) was already known to the Receiving Party without restriction at the time of disclosure; (b) is or becomes publicly available through no act or omission of the Receiving Party; (c) is rightfully received from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to Confidential Information. Additionally, disclosure required by law, regulation, or court order is permitted provided the Receiving Party gives prompt prior written notice to the Disclosing Party to the extent legally permissible.
Nothing in this Agreement grants the Receiving Party any right, title, license, or interest in or to any Confidential Information. All Confidential Information remains the exclusive property of the Disclosing Party.
Upon written request by the Disclosing Party or upon termination of this Agreement, the Receiving Party will promptly return or destroy all Confidential Information (including copies and notes) and certify in writing that it has done so, except to the extent retention is required by applicable law.
This Agreement is effective as of the Effective Date and continues for a period of three (3) years, unless earlier terminated by either Party upon thirty (30) days' written notice. The confidentiality obligations with respect to Confidential Information disclosed during the term survive termination for an additional three (3) years.
Each Party acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy, and accordingly agrees that the Disclosing Party is entitled to seek equitable relief, including injunction and specific performance, in addition to all other available remedies at law or in equity, without the requirement to post bond.
Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in San Bernardino County, California.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, whether written or oral.
Amendment. This Agreement may only be amended by a written instrument signed by both Parties.
Waiver. A waiver of any provision of this Agreement is not effective unless in writing. No waiver constitutes a waiver of any other breach or provision.
Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions continue in full force and effect.
Counterparts. This Agreement may be executed in counterparts, each of which is an original, and all of which together constitute one and the same instrument. Electronic or scanned signatures are acceptable.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
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SAHA SALES INC. Signature Printed Name Title Date |
[CUSTOMER NAME] (Recipient) Signature Printed Name Title Date |
Template last updated: June 2026 · Lighting Studio · Saha Sales Inc., d/b/a Saha Lighting Solutions. This template is provided for reference; have a licensed attorney review before execution.