Connecticut mutual nda template

Connecticut Mutual Nondisclosure Agreement

This Connecticut Mutual Nondisclosure Agreement (the “Agreement”) is made and effective as of [Date] by and between:

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

• [Receiving Party Name], a [State of Formation] [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, visually, in writing, electronically, or in any other 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. Confidential Information includes, but is not limited to:

• Technical data, trade secrets, proprietary software, code, formulas, inventions, product designs

• Business plans, marketing strategies, customer and supplier lists, contracts

• Financial information, pricing, operational procedures

• R&D activities, manufacturing processes, legal documents

• Any information exchanged in written, oral, electronic, or other tangible or intangible forms in the context of the relationship

2. Exclusions from Confidentiality

The obligations in this Agreement do not apply to information that:

• Was rightfully in Receiving Party’s possession before receipt from Disclosing Party.

• Is or becomes publicly available through no fault of Receiving Party.

• Is rightfully received by Receiving Party from a third party without duty of confidentiality.

• Is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

• Option A: Information disclosed pursuant to Connecticut General Statutes § 35-50 et seq. is excluded, if it is determined that such information does not constitute a trade secret under that section.

• Option B: All exclusions will be interpreted consistent with Connecticut legal precedent regarding restrictive covenants and unfair competition.

3. Permitted Use

Receiving Party shall use the Confidential Information solely for the purpose of [Describe Permitted Purpose, e.g., evaluating a potential business transaction]. Receiving Party shall not use the Confidential Information for any other purpose, including for its own benefit or the benefit of any third party, without Disclosing Party’s prior written consent.

4. Duty of Care

Receiving Party shall protect the Confidential Information from unauthorized use, disclosure, or access with at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care. Receiving Party shall implement appropriate security measures, including:

• Secure storage and access control.

• Document access logs.

• Encryption for electronic data.

• Written procedures for distribution and disposal of information.

5. Notification of Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party in writing upon discovery of any actual or suspected unauthorized use, disclosure, or loss of Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in any investigation, legal action, or other measures to prevent further unauthorized use or disclosure.

6. Term of Confidentiality

The obligations of confidentiality under this Agreement shall:

• Option A: Continue during the term of this Agreement and for a period of [Number] years after the termination of this Agreement.

• Option B: Continue during the term of this Agreement and perpetually for information deemed to be trade secrets under Connecticut law.

• Option C: Commence on the effective date and end on [Date].

7. 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 or destroy all Confidential Information in its possession or control, including all copies and derivatives thereof. Receiving Party shall certify in writing its compliance with this section.

8. Mutual Obligation

Both parties agree to protect each other's confidential information under the same terms. The provisions of this agreement apply equally to any confidential information disclosed by the Receiving Party to the Disclosing Party.

9. Permitted Disclosure

Receiving Party may disclose Confidential Information only to its employees, agents, or professional advisors who:

• Have a need to know the Confidential Information for the Permitted Use.

• Are bound by written confidentiality obligations at least as restrictive as those contained in this Agreement.

10. Connecticut Legal Considerations

This Agreement shall not be interpreted to prevent or restrict Receiving Party from:

• Reporting potential violations of law to government agencies.

• Engaging in legally protected conduct under applicable Connecticut law.

• Option A: This agreement is not intended to act as a non-compete agreement.

• Option B: This agreement shall be construed under Connecticut law to prevent unlawful restraints of trade or employment under C.G.S. § 35-51.

11. Disclosure Required by Law

If Receiving Party is required by law or legal process to disclose Confidential Information, Receiving Party shall:

• Notify Disclosing Party promptly, if legally permitted.

• Cooperate with Disclosing Party to seek a protective order or other appropriate remedy.

12. Remedies

Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any breach of this Agreement, in addition to any other remedies available at law or equity. In the event of a breach, Disclosing Party is entitled to recover:

• Option A: Actual damages.

• Option B: Exemplary damages as allowed by the Connecticut Uniform Trade Secrets Act (C.G.S. § 35-50 et seq.) for willful or malicious misappropriation.

• Option C: Reasonable attorneys’ fees and costs.

13. Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved:

• Option A: Exclusively in the state or federal courts located in [County Name] County, Connecticut.

• Option B: Through binding arbitration in [City Name], Connecticut, in accordance with the rules of the American Arbitration Association.

14. Representations and Warranties

Each party represents and warrants that:

• It has the legal right and authority to enter into this Agreement.

• Its disclosure or use of Confidential Information will not violate the rights of any third party.

15. Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

16. Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

17. Notices

All notices under this Agreement shall be in writing and delivered:

• By personal delivery.

• By certified mail, return receipt requested.

• By reputable overnight courier service, to the addresses set forth above.

18. 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.

19. Severability

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

20. Data Privacy

If this Agreement involves the sharing of personal data, both parties shall comply with all applicable Connecticut data privacy laws, including the Connecticut Personal Data Privacy and Online Monitoring Act (Public Act 22-15).

21. Signatures

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

[Disclosing Party Name]

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

[Receiving Party Name]

By: [Receiving Party Representative Name]

Title: [Receiving Party Representative Title]