California nda template

California Nondisclosure Agreement (NDA)

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

[Disclosing Party Name], a [State of Incorporation/Organization] [Entity Type, e.g., corporation, limited liability company] with its principal place of business at [Disclosing Party Address] ("Disclosing Party"),

and

[Receiving Party Name], a [State of Incorporation/Organization] [Entity Type, e.g., corporation, limited liability company] with its principal place of business at [Receiving Party Address] ("Receiving Party").

This Agreement is:

• Option A: Mutual, where both parties are disclosing and receiving confidential information.
• Option B: Unilateral, where only the Disclosing Party is disclosing confidential information.

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, or in tangible form, 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.

• Option A: Includes, but is not limited to: [Specific list of types of information, e.g., financial data, customer lists, product designs, marketing plans].
• Option B: Does not include the following information, even if it might otherwise be considered confidential: [List of specific exclusions, e.g., pricing information publicly available].

2. Exclusions from Confidentiality

The obligations of confidentiality 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 Receiving Party or its Representatives in violation of this Agreement.
• Option B: was already known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party's written records.
• Option C: is rightfully received by Receiving Party from a third party without any obligation of confidentiality.
• Option D: is independently developed by Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by Receiving Party's written records.

3. Purpose of Disclosure

Confidential Information is being disclosed for the following purpose: [Describe the specific purpose, e.g., evaluating a potential business transaction, performing services under a contract]. Receiving Party shall only use the Confidential Information for this purpose.

4. Obligations of Receiving Party

Receiving Party agrees:

• To protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
• Not to disclose the Confidential Information to any third party without the prior written consent of Disclosing Party, except as expressly permitted in this Agreement.
• Not to use the Confidential Information for any purpose other than the Purpose described in Section 3.

5. Standard of Care

Receiving Party shall protect Confidential Information with:

• Option A: Reasonable care.
• Option B: The same degree of care that it uses to protect its own confidential information of similar nature, but no less than reasonable care.
• Option C: Specific security practices: [Describe specific security measures, e.g., encryption, password protection].

6. Term

The obligations of confidentiality under this Agreement shall continue for a period of:

• Option A: [Number] years from the Effective Date.
• Option B: Indefinitely with respect to trade secrets under California law.

7. Termination

Upon termination or expiration of this Agreement, Receiving Party shall:

• Option A: promptly return to Disclosing Party all Confidential Information, including all copies and extracts thereof.
• Option B: promptly destroy all Confidential Information, including all copies and extracts thereof, and certify such destruction in writing to Disclosing Party.
• Option C: Receiving Party may retain one copy of the confidential information in its archives to evidence the Receiving Party’s fulfillment of its obligations under this agreement, in accordance with its established document retention policies, but only if such copy is secured and access is limited to its legal counsel.

8. Permitted Disclosures

Receiving Party may disclose Confidential Information to:

• Option A: its employees, consultants, and advisors ("Representatives") who have a need to know the Confidential Information for the Purpose described in Section 3, provided that such Representatives are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Option B: Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

9. Required Disclosures

If Receiving Party is required by law or court order to disclose Confidential Information, Receiving Party shall:

• promptly notify Disclosing Party in writing of such requirement prior to disclosure.
• cooperate with Disclosing Party, at Disclosing Party's expense, in seeking a protective order or other appropriate remedy to limit the scope of disclosure.
• disclose only that portion of the Confidential Information that it is legally required to disclose.

10. Representations and Warranties

Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to Receiving Party. Receiving Party represents and warrants that it has the authority to enter into this Agreement.

11. Remedies for Breach

In the event of a breach of this Agreement, Disclosing Party shall be entitled to:

• Option A: seek injunctive relief to prevent further disclosure or use of the Confidential Information.
• Option B: recover monetary damages for any losses suffered as a result of the breach.
• Option C: seek all other remedies available at law or in equity.

12. Limitation of Liability

• Option A: In no event shall Receiving Party be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement.
• Option B: The total liability of Receiving Party under this Agreement shall not exceed [Dollar Amount]. (remove or modify as appropriate based on mutual agreement).

13. Governing Law and Jurisdiction

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 legal 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], California, and the parties hereby consent to the jurisdiction of such courts.

14. Dispute Resolution

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

• Option A: Mediation in [City], California. If mediation is unsuccessful, the parties may pursue other legal remedies.
• Option B: Binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City], California, and the arbitrator's decision shall be final and binding.
• Option C: Litigation in the courts of California, as specified in Section 13.

15. No Intellectual Property Rights

Nothing in this Agreement shall be construed as granting Receiving Party any license or other right to use the Confidential Information for any purpose other than the Purpose described in Section 3. No transfer of title to the Confidential Information is intended or implied.

16. Integration Clause

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.

17. Amendment

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

18. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

19. Assignment

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Disclosing Party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

20. 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.

21. 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. This Agreement may be executed via electronic signature and delivered electronically.

22. California-Specific Clauses

• This Agreement shall not be interpreted to restrict Receiving Party's use of general skills, knowledge, and experience acquired during the course of its work.
• Nothing in this Agreement shall be construed to prohibit Receiving Party from reporting unlawful conduct to government agencies or as otherwise protected by California whistleblower statutes or labor laws.
• The parties acknowledge that California Business & Professions Code §16600 generally prohibits non-compete agreements. Nothing in this agreement is intended to create or enforce a non-compete agreement except where expressly permitted by law. [Remove or restrict provisions relating to non-competition or overly broad non-solicitation.]
• Confidential information shall not include any information protected by California whistleblower statutes, labor law protections, or rights to report unlawful conduct.
• Employee Rights: Nothing in this Agreement shall affect the employee rights regarding the disclosure of confidential information as legally protected activity under the Defend Trade Secrets Act (DTSA) and California Labor Code.

23. Trade Secret Definition (Optional, if applicable)

To the extent this Agreement seeks to protect "trade secrets" for a longer term, the parties agree that "trade secret" shall be defined as information that: (1) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, as defined in California Civil Code Section 3426.1(d).

24. Data Privacy (Optional, if applicable)

• Option A: If the Confidential Information includes personal information subject to the California Consumer Privacy Act (CCPA), Receiving Party agrees to comply with all applicable provisions of the CCPA with respect to such information.
• Option B: [Insert specific data privacy obligations].

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

[Receiving Party Name]

By: [Name]

Title: [Title]