Alabama partnership nda template

Alabama Partnership Non-Disclosure Agreement

This Alabama Partnership Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Effective Date] by and between:

[Partner One Legal Name], residing at [Partner One Address], [Partner One City], Alabama [Partner One Zip Code], hereinafter referred to as “Partner One”;

and

[Partner Two Legal Name], residing at [Partner Two Address], [Partner Two City], Alabama [Partner Two Zip Code], hereinafter referred to as “Partner Two”.

WHEREAS, Partner One and Partner Two are considering entering into a partnership (the "Partnership") for [Brief description of the Partnership's purpose, e.g., "the operation of a retail business", "real estate development"], and in connection therewith, may disclose to each other certain confidential information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information:

Confidential Information shall mean any and all information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, electronically, or by any other means, that is not generally known to the public, and which relates to the Disclosing Party's business, including, but not limited to, information regarding the Partnership, its customers, products, services, finances, business methods, technology, and trade secrets as defined under the Alabama Uniform Trade Secrets Act (Ala. Code § 8-27-1 et seq.).

Examples of Confidential Information include, but are not limited to:

• Partnership financial data and projections.
• Capital contributions and partner distributions.
• Lists of partners, employees, and contractors.
• Internal business methods and procedures.
• Proprietary processes and technologies.
• Strategic plans, marketing strategies, and business development materials.
• Supplier and client contracts, pricing information, and customer lists.
• Intellectual property, including patents, trademarks, copyrights (whether registered or pending registration).
• Due diligence records and information relating to potential acquisitions or mergers.
• All information exchanged in written, oral, physical, or electronic form during the Partnership's existence.

Exclusions from Confidential Information:

The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly known through no fault of the Receiving Party.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records.
• Was rightfully in the Receiving Party's possession prior to its disclosure by the Disclosing Party.
• Is required to be disclosed by law, regulation, subpoena, or court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy.
• Is disclosed in good faith to comply with the requirements of Alabama state regulators in a regulated industry (e.g., healthcare, banking), provided that the Receiving Party takes reasonable steps to maintain the confidentiality of the information to the extent possible.

Authorized Use and Limitations:

• The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and participating in the Partnership, as outlined in the Partnership Agreement.
• The Receiving Party shall not use the Confidential Information for any personal gain or for any purpose unrelated to the Partnership without the Disclosing Party's prior written consent.
• Option A:
• The Receiving Party will not disclose confidential information to third parties unless required for partnership purpose.
• Option B:
• The Receiving Party may disclose Confidential Information only to its employees, agents, attorneys, advisors, and subcontractors who have a need to know such information for the purpose of evaluating or participating in the Partnership and who are bound by written confidentiality agreements containing terms substantially similar to those contained herein.

Protective Measures:

The Receiving Party shall take reasonable and specific protective measures to protect the confidentiality of the Disclosing Party's Confidential Information, including, but not limited to:

• Storing Confidential Information in a secure location with restricted access.
• Using secure communication methods, such as encryption, for transmitting Confidential Information electronically.
• Implementing appropriate security measures to prevent unauthorized access to electronic records containing Confidential Information.
• Maintaining audit logs of access to and use of Confidential Information.
• Adhering to industry-standard security practices.

Third-Party Disclosure:

• The Receiving Party shall be responsible for ensuring that any third party to whom it discloses Confidential Information is bound by a written confidentiality agreement containing terms substantially similar to those contained herein.
• The Receiving Party shall be liable for any breach of this Agreement by any such third party.

Confidentiality Period:

• The obligations under this Agreement shall continue during the term of the Partnership and for a period of [Number] years following the termination of the Partnership, or the withdrawal of a partner.
• For information constituting a trade secret under Alabama law, the obligations of confidentiality shall continue indefinitely, subject to the exclusions set forth in Section 2.
• Nothing in this Agreement shall be construed to limit or waive any rights or protections available under the Defend Trade Secrets Act (DTSA) or other applicable whistleblower laws.

Return or Destruction of Confidential Information:

Upon termination of the Partnership, the withdrawal of a partner, or upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies, summaries, and derivative works, or, at the Disclosing Party's option, shall certify in writing that all such Confidential Information has been securely destroyed.

Notification of Breach:

The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any loss, breach, unauthorized disclosure, or suspected breach of confidentiality of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in investigating and mitigating any such event.

Remedies:

• The parties agree that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including specific performance and injunctive relief, in addition to any other remedies available at law or in equity.
• The Receiving Party shall indemnify and hold harmless the Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Receiving Party or its representatives.
• Option A:
• In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.
• Option B:
• Each party will bear its own legal fees.

Dispute Resolution:

• The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
• If the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation in [City], Alabama, conducted by a mediator mutually agreed upon by the parties.
• If mediation is unsuccessful, any unresolved dispute shall be submitted to binding arbitration in [City], Alabama, in accordance with the Alabama Arbitration Act. The arbitration shall be conducted by a single arbitrator selected in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties.
• Any action to enforce the arbitrator's decision or to seek interim relief may be brought in the state courts of Alabama.

Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles.

Severability:

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law.

Amendments:

This Agreement may be amended only by a written instrument signed by both parties.

Electronic Signatures:

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be considered valid and binding.

Industry-Specific Requirements:

The parties acknowledge that [Describe any industry-specific requirements, e.g., "if the Partnership involves healthcare services, the parties shall comply with all applicable provisions of the Health Insurance Portability and Accountability Act (HIPAA) and other applicable state and federal laws and regulations relating to the privacy and security of Protected Health Information (PHI)"].

Authority:

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

No Transfer of Intellectual Property Rights:

Nothing in this Agreement shall be construed as granting or transferring any intellectual property rights from one party to the other. Any such grant or transfer must be made in a separate written agreement.

Employment and Service Relationships:

Nothing in this Agreement shall be construed to limit or restrict any employee's rights under Alabama's right-to-work laws or to prevent any employee from reporting suspected violations of law to appropriate authorities.

Notices:

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by email to the addresses set forth above.

• Option A:
• Notice by email is effective upon confirmation of receipt.
• Option B:
• Notice by email is effective one business day after sending.

Government Contracts:

If the Partnership involves government contracts, the parties shall comply with all applicable state of Alabama procurement regulations and public records stipulations.

Representations and Warranties:

Each party represents and warrants that it has the legal right to disclose the Confidential Information it provides to the other party, that it has no conflicting obligations that would prevent it from complying with the terms of this Agreement, and that the Confidential Information it provides is accurate and complete to the best of its knowledge.

Disclaimer of Warranties:

The Disclosing Party makes no warranties, express or implied, regarding the accuracy or completeness of the Confidential Information.

Entire Agreement:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Counterparts:

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

No Obligation to Continue Partnership:

This Agreement does not impose any obligation on either party to continue the Partnership or to enter into any further agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

____________________________

[Partner One Legal Name]

____________________________

[Partner Two Legal Name]