Colorado mutual nda template

Colorado Mutual Non-Disclosure Agreement

This Colorado Mutual Non-Disclosure Agreement (the "Agreement") is made and effective as of this [Date] by and between:

[Disclosing Party Legal Name], a [Entity Type, e.g., Colorado LLC] with its principal place of business at [Disclosing Party Address] and email address at [Disclosing Party Email], hereinafter referred to as "Disclosing Party", and

[Receiving Party Legal Name], a [Entity Type, e.g., Colorado Corporation] with its principal place of business at [Receiving Party Address] and email address at [Receiving Party Email], hereinafter referred to as "Receiving Party".

Both parties are duly formed and authorized to enter into this Agreement under Colorado law.

This Agreement is mutual, meaning that both parties may disclose Confidential Information to the other. The business context for this Agreement is [Describe Business Context, e.g., potential partnership, service provision, collaboration].

Definition of "Confidential Information"

Confidential Information includes, but is not limited to, trade secrets, proprietary data, software, source code, product designs, research results, business strategies, customer lists, pricing, marketing plans, technical processes, financials, and all related documentation whether disclosed directly, indirectly, in writing, orally, visually, electronically, or by tangible inspection.

Exclusions from Confidentiality

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

Was already known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party’s records;

Is or becomes publicly available through no wrongful act or omission of the Receiving Party;

Is rightfully received by the Receiving Party from a third party without restriction on disclosure;

Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party:

Provides prompt notice to the Disclosing Party of such requirement, if legally permissible.

Reasonably cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

Use of Confidential Information

The Receiving Party shall use the Confidential Information solely for the purpose of [Define Specific Purpose, e.g., evaluating a potential partnership]. The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, personal use, reverse engineering, unauthorized disclosure, or competitive misuse.

Protection of Confidential Information

Each party will implement at least reasonable measures to safeguard confidential material, consistent with Colorado’s adoption of the Uniform Trade Secrets Act, C.R.S. 7-74-101 et seq., including:

Access control measures to limit access to Confidential Information to employees, agents, and contractors with a need to know for the Purpose stated herein.

Internal disclosure restrictions to prevent unauthorized dissemination within the Receiving Party’s organization.

Secure data storage procedures for both digital and paper copies of Confidential Information.

Secure transport methods for any physical transfer of Confidential Information.

Limits on duplication or extraction of Confidential Information, except as strictly necessary for the Purpose and documented accordingly.

Reasonable procedures for protection of trade secrets.

Employee Access to Information

Nothing in this agreement shall restrict an employee’s access to their own personnel records as required by Colorado law.

Any data or information that employees have a legal right to access or control under Colorado law shall not be subject to the restrictions of this agreement.

Term of Confidentiality

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

Option A: During the term of our business relationship.

Option B: For a period of [Number] years following the termination of our business relationship.

Option C: Permanently, with respect to trade secrets as defined under the Colorado Uniform Trade Secrets Act.

Return of Confidential Information

Upon the earlier of:

Termination of this Agreement.

Completion of the business purpose.

Written request by the Disclosing Party.

The Receiving Party shall promptly:

Return all tangible embodiments of the Confidential Information to the Disclosing Party.

Permanently delete or destroy all electronic copies of the Confidential Information.

Certify in writing to the Disclosing Party that all such Confidential Information has been returned, deleted, or destroyed, except for any information retained as required by applicable Colorado law or regulation.

Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party upon discovery of:

Any unauthorized disclosure of the Confidential Information.

Any suspected breach of this Agreement.

Any data loss or security incident involving the Confidential Information.

Any legal request for disclosure of the Confidential Information.

The Receiving Party shall cooperate fully with the Disclosing Party in any investigation, mitigation, or remedial steps related to such disclosure, breach, loss, or request, as mandated by Colorado cybersecurity and breach notification law (C.R.S. 6-1-716).

Liabilities and Remedies

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

Damages, including actual and consequential losses.

Equitable relief, including injunctive relief.

Recovery of reasonable attorney’s fees, if mandated by Colorado statute or agreed upon herein.

Remedies for trade secret misappropriation as set forth in Colorado statutes.

Whistleblower Protection

Nothing in this Agreement is intended to limit or restrict either party’s rights to report possible violations of law to any governmental agency or entity, or to engage in other protected activity under Colorado or federal law. Any attempt to limit employee whistleblower rights or to bar lawful communications about workplace issues shall be unenforceable.

Dispute Resolution

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

Option A: Through good faith negotiation between the parties.

Option B: Through mediation in [City], Colorado, with a mediator mutually agreed upon by the parties.

Option C: Through binding arbitration in [City], Colorado, in accordance with the rules of the American Arbitration Association.

The laws of the State of Colorado shall govern the interpretation and enforcement of this Agreement. Exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Colorado.

Compliance with Colorado Law

Each party shall comply with all applicable Colorado data privacy, consumer protection, and industry regulations, including but not limited to any specific requirements for regulated sectors such as healthcare, cannabis, financial services, or government contracts, if applicable to either party.

Amendment

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

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.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

No 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.

Assignment

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

Notice

Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given:

When delivered personally.

One business day after deposit with a nationally recognized overnight courier.

Three business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

When sent by email, with confirmation of receipt requested and received.

All notices shall be addressed to the parties at the addresses set forth in the introductory paragraph of this Agreement, or to such other address as either party may designate in writing from time to time.

Intersection with Other Restrictive Covenants

The protections afforded by this NDA are distinct from any separate non-compete or non-solicitation agreements between the parties. Where limitations on competition may require compliance with Colorado's statutory regime (C.R.S. 8-2-113), such limitations are separate from the protections on Confidential Information outlined herein.

Good Faith

The parties acknowledge that they have negotiated the terms of this Agreement in good faith and with a clear understanding of their respective rights and obligations.

Colorado Mandated Disclosures

[Include any Colorado-mandated disclosures relevant to the specific industry or transaction, if applicable]

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

[Disclosing Party Legal Name]

By: [Name]

Title: [Title]

[Receiving Party Legal Name]

By: [Name]

Title: [Title]