Colorado partnership nda template

Colorado Partnership Non-Disclosure Agreement

This Colorado Partnership Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date] by and among:

[Partnership Name], a [Legal Entity Status, e.g., Colorado General Partnership], with its principal place of business at [Partnership Address], hereinafter referred to as the “Partnership”;

and

• [Partner 1 Name], residing at [Partner 1 Address], hereinafter referred to as "Partner 1";
• [Partner 2 Name], residing at [Partner 2 Address], hereinafter referred to as "Partner 2";
• [Partner 3 Name], residing at [Partner 3 Address], hereinafter referred to as "Partner 3";

and any other partners who subsequently become a party to this Agreement by written consent of all existing partners.

The parties agree as follows:

Definition of Confidential Information

• Option A: “Confidential Information” means any and all information disclosed by the Partnership or any Partner (the "Disclosing Party") to another Partner (the "Receiving Party"), whether orally, visually, or in writing, 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:
  • Financial data (e.g., revenue, expenses, profit margins).
  • Business strategies and marketing plans.
  • Partnership agreements and related documents.
  • Negotiation records.
  • Operational processes and procedures.
  • Technology, inventions, and intellectual property.
  • Partner contributions and investment plans.
  • Management decisions and meeting minutes.
  • Client and vendor information.
  • Due diligence materials.
  • Proprietary documents and data.
• Option B: "Confidential Information" includes only the following specific items, as agreed upon and listed in Exhibit A attached hereto: [List or refer to Exhibit A].

Exclusions from Confidentiality

• Option A: The obligations under this Agreement shall not apply to information that:
  • Is or becomes publicly available through no fault of the Receiving Party.
  • Was lawfully possessed by the Receiving Party prior to disclosure by the Disclosing Party.
  • Is independently developed by the Receiving Party without reference to the Confidential Information.
  • Is received by the Receiving Party from a third party without any obligation of confidentiality.
  • Is required to be disclosed by law or a valid order of a court or other governmental body, provided that the Receiving Party gives the Disclosing Party reasonable prior written notice of such required disclosure and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.
• Option B: The following categories of information are specifically excluded from the definition of Confidential Information: [Specify categories, e.g., general business knowledge].

Permitted Use

• Option A: The Receiving Party shall use the Confidential Information solely for the purpose of [Specify purpose, e.g., evaluating a potential partnership, managing the Partnership's operations].
• Option B: The Receiving Party may disclose Confidential Information only to those of its partners, employees, agents, or advisors who have a need to know such information for the Permitted Use and who are bound by confidentiality obligations no less protective than those contained herein.
• Option C: The Receiving Party shall not use the Confidential Information for any purpose other than [Partnership purposes], including but not limited to personal financial gain, or disclose to outside business entities without express written permission from the other partners.

Security Measures

• Option A: The Receiving Party shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• Option B: The Receiving Party shall implement and maintain reasonable and industry-appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including but not limited to [List specific measures, e.g., encryption, access controls, firewalls]. The parties acknowledge and agree to comply with all applicable Colorado data breach notification statutes and best practices.

Confidentiality Period

• Option A: 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 or a Partner’s withdrawal.
• Option B: With respect to Confidential Information that constitutes a trade secret under the Colorado Uniform Trade Secrets Act, the obligations of confidentiality shall continue for as long as such information remains a trade secret under applicable law.

Return of Confidential Information

• Option A: Upon the request of the Disclosing Party or upon termination of the Partnership or a Partner’s withdrawal, the Receiving Party shall promptly return all Confidential Information in its possession or control, including all copies and extracts thereof, or, at the Disclosing Party’s option, certify in writing that all such Confidential Information has been destroyed.
• Option B: The Receiving Party may retain one copy of the Confidential Information for archival purposes, subject to the confidentiality obligations of this Agreement.

Notification of Unauthorized Disclosure

• Option A: The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any unauthorized access, disclosure, or use of the Confidential Information.
• Option B: The Receiving Party shall cooperate fully with the Disclosing Party in investigating and remedying any such unauthorized access, disclosure, or use.

Remedies

• Option A: The parties agree that monetary damages would not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to injunctive relief, specific performance, and other equitable relief 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 B: In the event of a breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation. If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Colorado] before resorting to arbitration or litigation.
• Option B: 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. The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [Denver, Colorado].

Relationship to Partnership Agreement

This Agreement is supplemental to, and does not supersede, any confidentiality provisions in the Colorado Partnership Agreement or any statutory duties. The partners acknowledge the duties and responsibilities outlines in the Colorado Uniform Partnership Act.

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.

Enforceability

It is expressly agreed that nothing in this agreement is intended to restrain any activity protected under applicable Colorado and federal whistleblower laws, or reporting of illegal conduct.

Compliance

Nothing in this NDA restricts compliance with lawful subpoenas, government investigations, or fiduciary disclosure duties to the partnership or regulatory agencies under Colorado and federal law.

Amendment

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

Integration

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.

Assignment

This Agreement may not be assigned or transferred by any party without the prior written consent of all other parties.

Authority

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

Electronic Signatures

The parties agree that 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. A signed copy of this Agreement transmitted electronically shall have the same effect as an originally signed copy.

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.

Survival

The obligations of confidentiality under this Agreement shall survive the termination of this Agreement.

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

[Partner 1 Name]

____________________________

Signature

[Partner 2 Name]

____________________________

Signature

[Partner 3 Name]

____________________________

Signature