Arizona partnership nda template

Arizona Partnership Nondisclosure Agreement

This Arizona Partnership Nondisclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and among:

• [Partner 1 Name], a [Partner 1 Business Type, e.g., LLC] with its principal place of business at [Partner 1 Address], and its Arizona statutory agent/contact information as follows: [Partner 1 Arizona Statutory Agent Name], [Partner 1 Arizona Statutory Agent Address].
• [Partner 2 Name], a [Partner 2 Business Type, e.g., LLP] with its principal place of business at [Partner 2 Address], and its Arizona statutory agent/contact information as follows: [Partner 2 Arizona Statutory Agent Name], [Partner 2 Arizona Statutory Agent Address].
• [Partner 3 Name], a [Partner 3 Business Type, e.g., GP] with its principal place of business at [Partner 3 Address], and its Arizona statutory agent/contact information as follows: [Partner 3 Arizona Statutory Agent Name], [Partner 3 Arizona Statutory Agent Address]. (Add more partners as necessary)

(Each, a “Partner” and collectively, the “Partners”).

Recitals

WHEREAS, the Partners desire to explore a business relationship concerning [Description of Partnership Purpose, e.g., joint venture for real estate development in Phoenix]; and

WHEREAS, in connection with this exploration, the Partners anticipate disclosing certain confidential and proprietary information to each other; and

WHEREAS, the Partners desire to protect the confidentiality of such information.

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

Definition of Confidential Information

"Confidential Information" shall mean any and all information disclosed by one Partner (the "Disclosing Partner") to another Partner (the "Receiving Partner") that is:

• Option A: Designated as confidential in writing at the time of disclosure.
• Option B: Or if disclosed orally, is designated as confidential at the time of disclosure and confirmed in writing within [Number] days of the oral disclosure.
• Option C: Or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential.

This includes, but is not limited to, trade secrets as defined by the Arizona Uniform Trade Secrets Act (A.R.S. § 44-401 et seq.), proprietary business processes, developmental plans, shared financial records, client or customer lists, marketing and sales strategies, contracts, supplier and partner data, technical and product information, and information exchanged through partnership meetings, emails, data rooms, and digital platforms.

Exclusions from Confidential Information

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

• Option A: Is or becomes publicly available without breach of this Agreement, consistent with Arizona public records law.
• Option B: Was already known to the Receiving Partner prior to its disclosure by the Disclosing Partner, without an obligation of confidentiality.
• Option C: Is rightfully received by the Receiving Partner from a third party without restriction on disclosure.
• Option D: Is independently developed by the Receiving Partner without use of or reference to the Disclosing Partner's Confidential Information.
• Option E: Is required to be disclosed by law or valid legal process, provided that the Receiving Partner provides the Disclosing Partner with prompt notice of such requirement to allow the Disclosing Partner to seek a protective order or other appropriate remedy, where permitted under Arizona law.

Permitted Use

The Receiving Partner shall use the Confidential Information solely for the purpose of:

• Option A: Evaluating the proposed business relationship.
• Option B: Performing its obligations under the partnership agreement (if one is entered into).
• Option C: [Specifically Defined Purpose Related to the Arizona Partnership].

The Receiving Partner shall not use the Confidential Information for any other purpose, including, but not limited to, its own benefit or the benefit of any third party.

Security Measures

The Receiving Partner shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Such measures shall include:

• Option A: Physical security measures, such as locked file cabinets and restricted access areas.
• Option B: Electronic security measures, such as passwords, firewalls, and encryption.
• Option C: Administrative security measures, such as employee training and confidentiality agreements.
• Option D: Complying with all applicable Arizona data protection practices and industry-specific laws (e.g., HIPAA, GLBA).

Access to the Confidential Information shall be limited to those employees, agents, or subcontractors of the Receiving Partner who have a need to know such information for the Permitted Use and who are bound by written confidentiality agreements with terms at least as protective as those contained herein. The Receiving Partner shall be responsible for any breach of this Agreement by its employees, agents, or subcontractors.

Term and Termination

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue:

• Option A: For a period of [Number] years from the date of disclosure.
• Option B: In perpetuity for trade secrets as defined under Arizona law.
• Option C: Until the earlier of [Date] or the termination of the partnership.

Upon termination of the partnership or upon the Disclosing Partner's written request, the Receiving Partner shall:

• Option A: Promptly return all Confidential Information to the Disclosing Partner.
• Option B: Or, at the Disclosing Partner's option, destroy all Confidential Information and certify in writing to the Disclosing Partner that such destruction has been completed.

This includes deletion from all digital backups and devices in line with Arizona electronic records standards.

Notification of Breach

The Receiving Partner shall promptly notify the Disclosing Partner upon becoming aware of any unauthorized use or disclosure of the Confidential Information. The Receiving Partner shall cooperate with the Disclosing Partner in taking reasonable steps to prevent further unauthorized use or disclosure.

Remedies

The Partners agree that any breach of this Agreement may cause irreparable harm to the Disclosing Partner for which monetary damages may be inadequate. Accordingly, the Disclosing Partner shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity, including monetary damages, accountings for profits, reasonable costs, and attorneys’ fees as permitted under Arizona law, and liquidated damages if appropriate and enforceable under state statutes.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Option A: First, the Partners shall attempt to resolve the dispute through good faith negotiation.
• Option B: If the dispute cannot be resolved through negotiation, the Partners shall submit the dispute to mediation in [City, Arizona].
• Option C: If the dispute cannot be resolved through mediation, the dispute shall be resolved by binding arbitration in [City, Arizona] in accordance with the rules of the American Arbitration Association.
• Option D: Any litigation relating to this Agreement shall be brought exclusively in the state courts located in [County], Arizona, and the Partners consent to the jurisdiction of such courts.

Governing Law

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

Carveouts and Exceptions

Nothing in this Agreement shall be construed to prevent any Partner from:

• Option A: Reporting possible violations of law to appropriate governmental agencies.
• Option B: Participating in any investigation conducted by a governmental agency.
• Option C: Disclosing information as required by law or court order. This agreement does not restrict a partner’s rights to whistleblow or comply with Arizona or federal reporting obligations.

Integration Clause

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

Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. If necessary, the invalid or unenforceable provision will be replaced by one that comes closest to the parties' intention underlying the invalid or unenforceable provision. This section is specifically intended to comply with Arizona severability standards.

Amendment and Waiver

No amendment to or waiver of any provision of this Agreement shall be effective unless in writing and signed by all Partners.

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 reputable overnight courier service to the addresses set forth above.

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.

Electronic Signatures

This Agreement may be signed electronically in accordance with Arizona electronic transaction laws (A.R.S. § 44-7001 et seq.).

Industry-Specific Compliance

[Insert language addressing industry-specific Arizona regulations if applicable (e.g., HIPAA for healthcare partnerships). If not applicable, leave this section out.]

No Partnership Interest

Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Partners.

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

[Partner 1 Name]

By: [Partner 1 Authorized Signature]

Name: [Partner 1 Printed Name]

Title: [Partner 1 Title]

[Partner 2 Name]

By: [Partner 2 Authorized Signature]

Name: [Partner 2 Printed Name]

Title: [Partner 2 Title]

[Partner 3 Name]

By: [Partner 3 Authorized Signature]

Name: [Partner 3 Printed Name]

Title: [Partner 3 Title]

(Add more partners signatures as needed)