California partnership nda template

California Partnership Non-Disclosure Agreement

This California Partnership Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date], in [City, County], California, by and between the following parties:

* [Partner A Legal Name], a [Business Entity Type], with a registered address at [Address] (“Partner A”); and

* [Partner B Legal Name], a [Business Entity Type], with a registered address at [Address] (“Partner B”); and

* [Partner C Legal Name], a [Business Entity Type], with a registered address at [Address] (“Partner C”). (Add more partners as needed).

Collectively, the above parties are referred to as the “Partners.”

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by one Partner (the "Disclosing Party") to another Partner (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, that relates to the Partnership and is not generally known to the public. This includes, but is not limited to:

* Partnership business strategies

* Internal governance documents and policies

* Partnership agreements

* Internal and external financial data, including partner contributions and proposed capital raises

* Trade secrets and technical know-how

* Client and supplier relationships

* Marketing plans and product development information

* Proprietary business processes

* Negotiation materials

* Materials received from third-party collaborators under confidentiality agreements.

* Option A: Include client lists and customer data.

* Option B: Exclude specific types of data, such as publicly filed documents.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

* Is or becomes publicly available through no improper act or omission of the Receiving Party.

* Was rightfully received by the Receiving Party from a third party without any obligation of confidentiality.

* Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records.

* Is lawfully obtained from a third party who is not under a duty of confidentiality.

* Is required to be disclosed by law, regulation, or court order; provided that the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement, if legally permissible, to allow the Disclosing Party to seek a protective order or other appropriate remedy.

* Option A: Add a clause requiring the Receiving Party to reasonably cooperate with the Disclosing Party in seeking a protective order.

* Option B: Specify the exact format and timing of the notice required prior to disclosure due to legal requirements.

3. Permitted Use

The Receiving Party may use the Confidential Information solely for the purpose of fulfilling the Partnership business, collaborative projects, joint services, or professional assignments as detailed in the partnership relationship (the "Purpose"). The Receiving Party shall not use the Confidential Information for any personal benefit, competitive activity, or for the benefit of any third party outside the scope of the Purpose.

* Option A: Define the "Purpose" in more detail within this section.

* Option B: Prohibit the Receiving Party from reverse engineering any products or processes disclosed.

4. Obligations of Confidentiality

Each Partner and their agents, employees, subcontractors, and advisors shall protect the Confidential Information with the same degree of care that they use to protect their own confidential information of like nature, but in no event less than a reasonable degree of care. This includes compliance with the California Uniform Trade Secrets Act (CUTSA) and applicable data protection regulations, including the California Consumer Privacy Act (CCPA) if applicable.

* Option A: Specify security measures, such as encryption, password protection, and limited access.

* Option B: Require regular training of employees on data security and confidentiality practices.

5. Information Security

The Receiving Party shall maintain appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure. These measures shall include, but not be limited to:

* Storing Confidential Information securely, whether in physical or electronic form.

* Implementing digital security measures, such as encryption and password protection.

* Restricting access to Confidential Information to those employees, agents, or subcontractors who have a need to know for the Purpose.

* Limiting duplication and transmission of Confidential Information.

* Complying with all applicable industry-specific California privacy codes (e.g., financial, legal, or health data provisions).

* Option A: Mandate specific encryption standards.

* Option B: Require regular security audits.

6. Confidentiality Period

The obligations of confidentiality under this Agreement shall continue during the term of the Partnership and for a period of [Number] years after the termination of the Partnership. With respect to trade secrets, the obligations of confidentiality shall continue as long as the information remains a trade secret under CUTSA.

* Option A: Specify different confidentiality periods for different types of information.

* Option B: Make the confidentiality period indefinite for trade secrets.

7. Return of Confidential Information

Upon termination of the Partnership 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. Alternatively, at the Disclosing Party’s option, the Receiving Party shall destroy such Confidential Information and certify in writing to the Disclosing Party that such destruction has been completed.

* Option A: Specify a method for secure destruction of electronic data.

* Option B: Allow the Receiving Party to retain one copy of Confidential Information for archival purposes, subject to continued confidentiality obligations.

8. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any known or suspected unauthorized disclosure, breach, loss, or misuse of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation, mitigation, and remedial actions.

* Option A: Specify the required content of the notification.

* Option B: Require the Receiving Party to bear the costs of investigating and remediating the breach.

9. Remedies for Breach

The Parties agree that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, in the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, as well as any other remedies available at law or in equity, including actual damages, liquidated damages (if applicable and enforceable under California law), and indemnification for third-party claims. Breaching this agreement may result in forfeiture of partnership rights, and is subject to California statutes on punitive damages.

* Option A: Include a liquidated damages clause, specifying a reasonable and non-punitive amount.

* Option B: Specify that the prevailing party in any legal action shall be entitled to recover its reasonable attorneys' fees and costs.

10. Whistleblower Protections

Nothing in this Agreement shall be construed to prohibit or restrict any Partner from making lawful whistleblower disclosures or reporting potential violations of law to government agencies, as protected by California labor law and other applicable statutes.

* Option A: Explicitly reference specific California whistleblower statutes.

* Option B: Include a clause acknowledging compliance with California’s anti-retaliation laws.

11. Modification and Waiver

This Agreement may be modified or waived only by a written instrument signed by all Partners. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision.

* Option A: Require that any amendment be executed with the same formality as the original Agreement.

* Option B: Specify a procedure for providing notice of proposed amendments.

12. Dispute Resolution

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

* First, the Partners shall attempt to resolve the dispute through good faith negotiation.

* If negotiation fails, the Partners shall submit the dispute to mediation administered under California civil rules.

* If mediation fails, the dispute shall be resolved by binding arbitration or litigation in [County], California, in accordance with California law, without regard to its conflict of laws principles.

* Option A: Require arbitration.

* Option B: Waive the right to a jury trial.

13. Severability

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

* Option A: Include a clause allowing a court to modify an invalid provision to make it enforceable.

* Option B: Specify a mechanism for replacing an invalid provision with a valid provision that achieves the same economic effect.

14. Entire Agreement

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. No extraneous promises outside this NDA are binding.

* Option A: List specific prior agreements that are superseded by this Agreement.

* Option B: Include a disclaimer of reliance on any representations or warranties not expressly set forth in this Agreement.

15. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery, electronic transmission with confirmation, or deposit in the United States mail, certified or registered mail, postage prepaid, to the addresses set forth above. All notices required must be delivered in accordance with methods enforceable under California law (such as written, electronic, or certified mail to registered addresses).

* Option A: Require that all notices be sent by overnight courier.

* Option B: Specify a dedicated email address for receiving notices.

16. Assignment

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of all other Partners, in compliance with California partnership law.

* Option A: Prohibit assignment altogether.

* Option B: Allow assignment to an affiliate, subject to certain conditions.

17. Governing Law

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. Venue for any action arising out of this agreement shall be in [County] County, California.

* Option A: Specify that the California Arbitration Act shall govern any arbitration proceedings.

* Option B: Include a clause regarding the payment of taxes related to any payments made under this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. All parties acknowledge California legal requirements and have had the opportunity to consult legal counsel.

[Partner A Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title, if applicable]

[Partner B Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title, if applicable]

[Partner C Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title, if applicable]

(Add signature blocks for additional partners as needed.)