Connecticut nda template

Connecticut Non-Disclosure Agreement

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

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

1. Purpose

The purpose of this Agreement is to protect the confidential information of the Disclosing Party that may be disclosed to the Receiving Party in connection with: [Description of Purpose, e.g., a potential business transaction, evaluation of a project].

2. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, that is:

• Related to the Disclosing Party’s business, including, but not limited to:
  • Technical information (e.g., inventions, designs, formulas, processes, data, know-how)
  • Business information (e.g., customer lists, pricing, marketing plans, financial information)
  • Trade secrets (as defined under the Connecticut Uniform Trade Secrets Act)
• Option A: Designated as confidential at the time of disclosure.
• Option B: That a reasonable person would understand to be confidential under the circumstances.

Confidential Information does not include information that:

• Is or becomes publicly known through no fault of the Receiving Party.
• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by Receiving Party's prior records.
• Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

3. Obligations of Confidentiality

The Receiving Party agrees:

• To protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.
• Not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted in this Agreement.
• Not to use the Confidential Information for any purpose other than the Purpose stated in Section 1.

• Permitted Disclosures:
  • Option A: The Receiving Party may disclose the Confidential Information to its employees, agents, and contractors who have a need to know the information for the Purpose, and who are bound by written confidentiality agreements no less restrictive than this Agreement.
  • Option B: Prior written approval from Disclosing Party is required for any disclosures to third-parties, with the Receiving Party responsible for securing an NDA from any such third parties.
• Additional Security Requirements: [Specify any additional security measures, e.g., encryption, physical security].

4. Term

The obligations of confidentiality under this Agreement shall continue for:

• Option A: [Number] years from the date of this Agreement.
• Option B: [Number] years from the date of each respective disclosure of Confidential Information.
• Option C: Indefinitely, for information that constitutes a trade secret under the Connecticut Uniform Trade Secrets Act.

5. Return or Destruction of Confidential Information

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

• Option A: Promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies thereof.
• Option B: Promptly destroy all Confidential Information in its possession or control, including all copies thereof, and certify in writing to the Disclosing Party that such destruction has been completed.

6. Remedies for Breach

The parties agree that any breach of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to:

• Injunctive relief to prevent further breach.
• Specific performance to compel compliance with the terms of this Agreement.

• Option A: Liquidated Damages: In addition to injunctive relief or specific performance, the Disclosing Party shall be entitled to recover liquidated damages in the amount of [Dollar Amount].
• Option B: Indemnification: The Receiving Party shall indemnify and hold harmless the Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Receiving Party.

7. Exceptions to Confidentiality

The obligations of confidentiality under this Agreement shall not apply to the extent that the Receiving Party is required to disclose Confidential Information pursuant to:

• A valid order of a court or other governmental body; or
• Applicable law or regulation.

However, prior to making any such disclosure, the Receiving Party shall:

• Provide the Disclosing Party with prompt written notice of the required disclosure.
• Cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy.
• Option: If a protective order is not obtained, the Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose.

8. Representations and Warranties

• Each party represents and warrants that it has the full power and authority to enter into this Agreement.
• The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to the Receiving Party.

• Option: Absence of Conflicting Agreements: Each party represents and warrants that it is not bound by any other agreement that would prevent it from complying with the terms of this Agreement.

9. Indemnification and Limitation of Liability

• Option A: Indemnification: The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Receiving Party.
• Option B: Limitation of Liability: In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement.
  • Liability Cap: The total liability of the Receiving Party under this agreement shall not exceed [Dollar Amount].

10. Non-Solicitation (Optional)

• For a period of [Number] years following the termination of this Agreement, the Receiving Party shall not, directly or indirectly, solicit, recruit, or hire any employee of the Disclosing Party, or solicit any customer or client of the Disclosing Party, in [Geographic Location].

11. Non-Circumvention (Optional)

• The parties agree not to circumvent or attempt to circumvent each other in any business dealings related to the Purpose of this Agreement.

12. General Provisions

• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• 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.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• 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.

• 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, or sent by reputable overnight courier service to the addresses set forth in the preamble to this Agreement.
  • Disclosing Party Notice Address: [Disclosing Party Notice Address]
  • Receiving Party Notice Address: [Receiving Party Notice Address]

13. Governing Law and Jurisdiction

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 legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County], Connecticut, and the parties hereby consent to the jurisdiction of such courts.

14. Connecticut-Specific Considerations

• Connecticut Uniform Trade Secrets Act: The parties acknowledge that the Confidential Information may include trade secrets as defined under the Connecticut Uniform Trade Secrets Act (Connecticut General Statutes §§ 35-50 to 35-58).
• Option A: Connecticut Labor Laws Compliance: Each party shall comply with all applicable Connecticut labor laws, including those related to anti-discrimination and whistleblower protection.
• Option B: Restrictions on Confidentiality in Settlement Agreements: The parties acknowledge and agree to comply with any applicable restrictions under Connecticut law regarding confidentiality provisions in settlement agreements involving claims of sexual harassment or discrimination.

15. Attorneys’ Fees

• Option A: Prevailing Party: In the event of any legal action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.
• Option B: Each party shall bear its own attorneys' fees and costs.

16. Electronic Signatures

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. Delivery of an executed counterpart of this Agreement by electronic mail or other means of electronic transmission shall be as effective as delivery of a manually executed counterpart. The parties consent to the use of electronic signatures in connection with this Agreement.

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

_______________________________

[Disclosing Party Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

_______________________________

[Receiving Party Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]