Colorado nda template

Colorado Non-Disclosure Agreement

This Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this [Date], by and between:

• [Disclosing Party Name], a [Disclosing Party Entity Type] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and
• [Receiving Party Name], a [Receiving Party Entity Type] with its principal place of business at [Receiving Party Address] (“Receiving Party”).

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, visually, 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.

• Includes, but is not limited to:
  • Business plans
  • Product designs
  • Financial data
  • Customer lists
  • Trade secrets
  • Technical know-how
  • Software
  • Inventions
  • Proprietary data
  • Other business information
• Options:
  • Option A: Confidential Information includes all information disclosed, regardless of whether it is marked as confidential.
  • Option B: Confidential Information excludes general marketing strategies.
  • Option C: Confidential Information includes information disclosed by [Third Party Name] on behalf of Disclosing Party.

2. Exclusions from Confidential Information

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

• Is or becomes publicly available through no fault of Receiving Party.
• Was rightfully received by Receiving Party from a third party without restriction.
• Was independently developed by Receiving Party without reference to the Confidential Information.
• Is required to be disclosed by law or court order.

• Procedure for Legal Disclosure:
  • Receiving Party shall provide Disclosing Party with prompt written notice of any legally compelled disclosure, to allow Disclosing Party to seek a protective order or other appropriate remedy.
  • Receiving Party shall cooperate with Disclosing Party in seeking such an order.

3. Purpose of Disclosure

Receiving Party acknowledges that the Confidential Information is being disclosed solely for the purpose of:

• [Specific Purpose, e.g., evaluating a potential business partnership, commercial use, evaluation of technology]

• Options:
  • Option A: Receiving Party may use the Confidential Information solely for the stated purpose.
  • Option B: Receiving Party may disclose the Confidential Information to its employees, affiliates, and consultants who have a need to know for the stated purpose, and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. Obligations of Confidentiality

Receiving Party agrees:

• To hold the Confidential Information in strict confidence.
• Not to disclose the Confidential Information to any third party without the prior written consent of Disclosing Party, except as permitted in Section 3.
• To protect the Confidential Information with the same degree of care that Receiving Party uses to protect its own confidential information of like nature, but in no event less than reasonable care.
• Not to use the Confidential Information for any purpose other than the Purpose of Disclosure outlined in Section 3.
• Not to duplicate the confidential information without prior written consent.

• Employee/Affiliate Obligations:
  • Receiving Party shall ensure that its employees, affiliates, agents, and contractors who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein.
  • Option A: This obligation includes requiring signed confidentiality agreements from all such individuals.
  • Option B: Receiving Party is responsible for any breach of this NDA by its employees, affiliates, agents, and contractors.

5. Term and Termination

This Agreement shall commence as of the Effective Date and shall continue in effect for a term of [Number] years.

• Confidentiality Period:
  • The obligations of confidentiality under this Agreement shall continue for a period of [Number] years following the termination of this Agreement.
  • Option A: With respect to trade secrets, the obligations of confidentiality shall continue perpetually.
  • Option B: This Agreement shall automatically renew for successive one-year terms unless either party provides written notice of termination at least 30 days prior to the end of the then-current term.

6. Return or Destruction of Confidential Information

Upon Disclosing Party’s written request or upon termination of this Agreement, Receiving Party shall:

• Promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies thereof.
• Alternatively, at Disclosing Party’s option, Receiving Party shall destroy all Confidential Information in its possession or control and certify in writing to Disclosing Party that such destruction has been completed.

• Exceptions:
  • Option A: Receiving Party may retain one copy of the Confidential Information for archival purposes only, subject to the ongoing confidentiality obligations of this Agreement.
  • Option B: Receiving Party may retain copies of Confidential Information stored on routine computer system backups, provided that such copies are subject to the ongoing confidentiality obligations of this Agreement.

7. Remedies for Breach

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party, the exact amount of which would be difficult to ascertain.

• Equitable Relief:
  • Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.
  • Option A: Receiving Party acknowledges and agrees that monetary damages would not be a sufficient remedy for any breach of this Agreement by the Receiving Party.
• Limitation of Liability:
  • In no event shall Receiving Party’s liability for any breach of this Agreement exceed [Dollar Amount].

8. Warranties

Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to Receiving Party.

• Option A: Disclosing Party makes no warranty as to the accuracy or completeness of the Confidential Information.
• Option B: Disclosing Party warrants that the Confidential Information is accurate and complete to the best of its knowledge.

9. Dispute Resolution

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

• [Choose One: Mediation, Arbitration, Court Proceedings]

• Governing Law and Venue:
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.
  • [Choose One: Exclusive or Non-Exclusive] jurisdiction and venue for any action or proceeding arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name], Colorado.

10. 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.

11. Severability

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

12. Amendment

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

13. 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.

14. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when:

• Delivered personally.
• Sent by certified mail, return receipt requested.
• Sent by reputable overnight courier service.
• Sent by email to [Email Address of Disclosing Party] and [Email Address of Receiving Party], with confirmation of receipt.

15. Assignment

Neither party may assign or transfer this Agreement without the prior written consent of the other party.

• Exceptions:
  • Option A: Either party may assign this Agreement to a wholly-owned subsidiary or affiliate without the other party’s consent.
  • Option B: This Agreement shall automatically transfer to any successor in interest by way of merger, acquisition, or sale of all or substantially all of the assets of a party.

16. Colorado Specific Provisions

• Colorado Uniform Trade Secrets Act: This agreement is intended to protect trade secrets as defined under the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.).
• Colorado Protections Against Workplace Harassment and Discrimination: This agreement does not prevent Receiving Party from discussing or disclosing information about alleged illegal acts such as workplace harassment or discrimination.
  • Receiving Party acknowledges that pursuant to Colorado law, they cannot be restricted from discussing or disclosing information about alleged illegal acts such as workplace harassment or discrimination. Any provision within this Agreement that appears to restrict such discussions or disclosures shall be void and unenforceable to the extent permitted under Colorado law.
• Colorado Whistleblower Protections:
  • This agreement does not prevent disclosure of information to any government agency or law enforcement regarding a reasonable belief that there has been a violation of any law, rule, or regulation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Disclosing Party: ____________________________ Signature [Printed Name of Disclosing Party] [Title of Disclosing Party, if applicable] Date: _______________ Receiving Party: ____________________________ Signature [Printed Name of Receiving Party] [Title of Receiving Party, if applicable] Date: _______________