Arkansas partnership nda template

Arkansas Partnership Non-Disclosure Agreement (NDA)

This Arkansas Partnership Non-Disclosure Agreement (this “Agreement”) is made as of this [Date] by and among:

• [Partner 1 Full Legal Name], residing at [Partner 1 Address] (“Partner 1”);
• [Partner 2 Full Legal Name], residing at [Partner 2 Address] (“Partner 2”);
• [Partner 3 Full Legal Name, if applicable], residing at [Partner 3 Address, if applicable] (“Partner 3”);
• and any other parties who may become partners of the partnership.

Preamble

The parties are (or are contemplating) forming a partnership under the laws of Arkansas (the “Partnership”). In connection with discussions regarding [Choose One: Partnership formation / Ongoing Partnership business operations / Restructuring of the Partnership / Dissolution of the Partnership / Specific joint venture within Arkansas], the parties may disclose to each other certain confidential information. This Agreement is intended to protect the confidentiality of such information.

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by any party (the "Disclosing Party") to any other party (the "Receiving Party"), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, the following:

• Business plans.
• Partnership records.
• Trade secrets as defined under the Arkansas Trade Secrets Act (Ark. Code § 4-75-601 et seq.).
• Internal financial information.
• Contribution records.
• Profit and loss allocations.
• Proprietary methods.
• Vendor and customer identities.
• Pricing structures.
• Employee information.
• Contracts.
• Business development strategies.
• Deal terms.
• Capital sources.

2. Exclusions from Confidentiality

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

• Option A: is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in violation of this Agreement.
• Option B: was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records of the Receiving Party.
• Option C: is rightfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation with respect to such information.
• Option D: is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Option E: is required to be disclosed pursuant to Arkansas law, court order, or governmental request, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement (to the extent legally permissible) so that the Disclosing Party may seek a protective order or other appropriate remedy and cooperates with the Disclosing Party in any such effort.

3. Use of Confidential Information

• Option A: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and engaging in discussions concerning the Partnership's business operations.
• Option B: The Receiving Party shall use the Confidential Information solely for the purpose of the [Specify Partnership Business Purpose].

The Receiving Party shall not use the Confidential Information for any other purpose, including, without limitation, for its own individual benefit, for competition with the Partnership, or outside the agreed Partnership context.

4. Safeguarding Confidential Information

The Receiving Party shall protect the confidentiality of the Confidential Information using at least 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.

• Option A: Such measures shall include, but not be limited to, restricting access to the Confidential Information to those employees, agents, and advisors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those contained herein.
• Option B: All physical and electronic records containing confidential information shall be secured and access restricted.

The Receiving Party shall be responsible for any breach of this Agreement by its employees, agents, or advisors.

5. Term and Termination

• Option A: This Agreement shall commence on the date hereof and shall continue in effect for a period of [Number] years.
• Option B: The obligations under this Agreement shall continue during the term of the Partnership and for a period of [Number] years after the withdrawal or expulsion of a partner, dissolution, or termination of the agreement.

Upon the Disclosing Party’s written request, or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, or, at the Disclosing Party’s option, destroy all such Confidential Information and certify in writing to the Disclosing Party that it has done so.

6. Breach Notification

The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any suspected or actual unauthorized use or disclosure of the Confidential Information. Such notification shall include a detailed description of the nature and extent of the unauthorized use or disclosure and the steps taken by the Receiving Party to prevent further unauthorized use or disclosure.

7. Remedies

The parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek equitable relief, including, without limitation, temporary restraining orders and injunctions, in addition to any other remedies available at law or in equity.

• Option A: The Disclosing Party may seek injunctive relief before Arkansas courts without bond.
• Option B: The Disclosing Party may seek injunctive relief before Arkansas courts, with bond in amounts set by the court.

The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

• Option A: The parties agree that liquidated damages of [Dollar Amount] would be reasonable in the event of a breach of this agreement.
• Option B: The parties agree that liquidated damages would be an unenforceable penalty in the event of a breach of this agreement.

8. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Second, if the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation in [City, State].
• Third, if the dispute is not resolved through mediation, the parties shall submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association in [City, State].
• Fourth, if arbitration is unsuccessful, the parties agree to the exclusive jurisdiction of the state and federal courts located in [County], Arkansas.

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

9. Arkansas Law Compliance

The parties agree to comply with all applicable Arkansas partnership statutes (Uniform Partnership Act, Ark. Code § 4-46-101 et seq.), local business ordinances, and specific industry data protection rules if the Partnership operates in regulated industries like healthcare, finance, or insurance.

10. Non-Circumvention

The partners shall not use the Confidential Information to bypass the Partnership for competitive or personal gain, including direct or indirect outside transactions.

11. Third-Party Disclosures

• Option A: Any disclosure of Confidential Information to a third party shall require the prior written consent of all partners.
• Option B: Any disclosure of Confidential Information to a third party shall require the prior written consent of [Specify Percentage]% of the partners.

12. Amendments and Waivers

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

13. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, and legal representatives.

14. 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.

15. Independent Legal Counsel

Each party acknowledges that they have had the opportunity to consult with independent legal counsel regarding this Agreement or have knowingly and voluntarily waived that right.

16. No Implied Waiver

No delay or omission by either party to exercise any right or power under this Agreement shall operate as a waiver of that right or power.

17. 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.

Signature Blocks

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

____________________________

[Partner 1 Full Legal Name]

[Partner 1 Title]

Date: [Date]

____________________________

[Partner 2 Full Legal Name]

[Partner 2 Title]

Date: [Date]

____________________________

[Partner 3 Full Legal Name]

[Partner 3 Title]

Date: [Date]