California mutual nda template

California Mutual Nondisclosure Agreement

This Mutual Nondisclosure Agreement ("Agreement") is made and effective as of [Effective Date], by and between:

• [Party A Full Legal Name], a [Party A Entity Type, e.g., California Corporation] with its principal place of business at [Party A Business Address], hereinafter referred to as "Party A";
• [Party B Full Legal Name], a [Party B Entity Type, e.g., California LLC] with its principal place of business at [Party B Business Address], hereinafter referred to as "Party B."

In consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, 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.

This includes, but is not limited to:

• Business strategies, plans, and forecasts
• Internal policies and procedures
• Software code, algorithms, and technical specifications
• Prototypes, designs, and models
• Customer data, vendor data, and supplier lists
• Marketing plans and sales strategies
• Research data, results, and analysis
• Financial information, including pricing and cost data
• Designs, drawings, and specifications
• Patents (filed or unfiled), patent applications, and inventions
• Proprietary information communicated during collaboration, employment, or services.

Exclusions from Confidentiality

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

• Option A: Is or becomes publicly available without breach of this Agreement by the Receiving Party.
• Option B: Is or becomes publicly available through no act or omission of the Receiving Party or any of its employees, agents, or representatives.
• Option A: Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.
• Option B: Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, and the Receiving Party can provide documented evidence of such independent development.
• Option A: Is lawfully received by the Receiving Party from a third party who is not bound by any obligation of confidentiality to the Disclosing Party.
• Option B: Is received from a third party who has the right to disclose it.
• Option A: Is required to be disclosed by law, regulation, court order, or valid subpoena, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy. This includes compliance with California Public Records Act (Cal. Gov. Code § 6250 et seq.).
• Option B: Is disclosed by the Receiving Party with the Disclosing Party’s prior written consent.

Use of Confidential Information

The Receiving Party shall use the Disclosing Party’s Confidential Information solely for the purpose of [Description of Permitted Use, e.g., evaluating a potential business relationship, performing services under a separate agreement]. Any other use of the Confidential Information is strictly prohibited.

Security Measures

Each party shall implement and maintain commercially reasonable security measures to protect the Disclosing Party's Confidential Information from unauthorized access, use, disclosure, or loss. These measures shall include, but are not limited to:

• Controlling access to Confidential Information on a "need-to-know" basis.
• Implementing appropriate physical and technical security safeguards.
• Ensuring that all employees, agents, and representatives who have access to Confidential Information are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Complying with all applicable California data security laws, including California Civil Code Section 1798.81.5 regarding the implementation and maintenance of reasonable security procedures and practices.

Return or Destruction of Confidential Information

Upon the Disclosing Party’s written request, or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all tangible embodiments of the Confidential Information (including, without limitation, documents, drawings, and electronic media), together with all copies thereof, or, at the Disclosing Party’s option, shall destroy all such Confidential Information and provide the Disclosing Party with written certification of such destruction within [Number] days of the request or termination.

Term

This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of [Number] years, except that for information constituting a trade secret under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.), the obligations of confidentiality shall continue for as long as such information remains a trade secret.

Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized disclosure, loss, or misuse of the Confidential Information. The Receiving Party shall cooperate with the Disclosing Party in any investigation or remedial efforts relating to such unauthorized disclosure, loss, or misuse. The notification shall comply with California breach notification laws.

Remedies

The parties agree that any breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to injunctive relief to prevent or restrain any violation of this Agreement. In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, California. The parties agree to submit to the exclusive jurisdiction of such courts. The parties agree to first attempt to resolve any dispute through mediation in [County Name] County, California, before initiating litigation, pursuant to the California Code of Civil Procedure.

California-Specific Compliance

This Agreement is intended to comply with applicable California law, including but not limited to:

• The California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.).
• California Business and Professions Code § 16600, which generally prohibits non-compete agreements.
• If applicable, the California Consumer Privacy Act (CCPA).

Amendment and Waiver

Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service, addressed as follows:

• If to Party A: [Party A Contact Name], [Party A Business Address]
• If to Party B: [Party B Contact Name], [Party B Business Address]

Severability

If any provision of this Agreement is held to be invalid or unenforceable under California law, such provision shall be struck and the remaining provisions shall remain in full force and effect.

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, relating to such subject matter. This acknowledges California’s parole evidence rule.

Counterparts; 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. Facsimile and electronic signatures shall be deemed equivalent to original signatures for all purposes. This is compliant with California’s Uniform Electronic Transactions Act.

Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other party.

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

[Party A Full Legal Name]

By: [Party A Signature Block]

Name: [Party A Printed Name]

Title: [Party A Title]

[Party B Full Legal Name]

By: [Party B Signature Block]

Name: [Party B Printed Name]

Title: [Party B Title]