Connecticut partnership nda template

Connecticut Partnership Non-Disclosure Agreement

This Connecticut Partnership Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Date],

BETWEEN:

[Partner 1 Name], residing at [Partner 1 Address], hereinafter referred to as “Partner 1,”

AND

[Partner 2 Name], residing at [Partner 2 Address], hereinafter referred to as “Partner 2,”

AND

[Entity Name, if applicable], with a principal place of business at [Entity Address], hereinafter referred to as “[Entity Abbreviation, e.g., ABC Co.]".

RECITALS:

WHEREAS, the Parties are considering entering into a partnership for the purpose of [Business Purpose] in the State of Connecticut; and

WHEREAS, in connection with this potential partnership, the Parties may disclose to each other certain confidential information that they desire to protect from unauthorized use and disclosure.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

Definition of Confidential Information:

Option A: “Confidential Information” shall mean all non-public, proprietary information disclosed by any Party (the “Disclosing Party”) to any other Party (the “Receiving Party”), whether disclosed orally, in writing, electronically, or by any other means, relating to the Partnership, including, but not limited to: proprietary partnership documents, business plans, financial statements, partnership contributions, meeting minutes, client lists developed by the partnership, trade secrets, intellectual property created jointly or by individual partners in the scope of partnership activity, operational methods, contractual and deal terms, marketing strategies, partnership negotiations, and any correspondence or communications related to partnership affairs.

Option B: "Confidential Information" shall mean any information disclosed by one party to another that is marked as "Confidential" or that a reasonable person would understand to be confidential under the circumstances. This includes, but not limited to [List specific examples relevant to your partnership].

Exclusions from Confidential Information:

Option A: The obligations under this Agreement shall not apply to any information that: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement; (b) was lawfully in the Receiving Party's possession prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, court order, or governmental regulation, 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 relief.

Option B: This agreement does not apply to information that is publicly available, rightfully received from a third party, or independently developed by the Receiving Party. Furthermore, disclosure required by Connecticut law is exempt, provided the Disclosing Party receives prompt notification.

Use of Confidential Information:

Option A: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and engaging in the proposed partnership contemplated herein and shall not use the Confidential Information for any other purpose, including, without limitation, for its own commercial benefit or the benefit of any third party.

Option B: Confidential Information may only be used for partnership business and operational activities, never for individual gain, third-party benefit, or competitive activities outside the partnership scope.

Protection of Confidential Information:

Option A: The Receiving Party shall protect the confidentiality of the Confidential Information with the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care. The Receiving Party shall restrict access to the Confidential Information to its employees, agents, and representatives who have a need to know such information for the purpose described above and who are bound by confidentiality obligations no less restrictive than those contained herein. The Receiving Party shall implement and maintain appropriate security measures to prevent unauthorized access to or use of the Confidential Information, including, but not limited to, securing partnership documents; restricting internal and third-party access on a need-to-know basis; encryption and password protocols for electronic records in accordance with Connecticut General Statutes on data protection; and prohibiting unauthorized copying, removal, or personal retention of sensitive materials.

Option B: The Receiving Party agrees to safeguard confidential information with reasonable care, limiting access to individuals with a "need to know". Security measures should include document security, access restrictions, encryption, and prevention of unauthorized copying.

Term of Confidentiality:

Option A: The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years after the termination of the Partnership, provided however, that with respect to trade secrets, such obligations shall continue for as long as such information constitutes a trade secret under Connecticut law.

Option B: Confidentiality obligations continue throughout the partnership and for [Number] years after its termination, except for trade secrets, which remain permanently confidential under Connecticut law.

Return of Confidential Information:

Option A: Upon the termination of the Partnership or upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all copies of the Confidential Information in its possession or control, or, at the Disclosing Party's option, shall certify in writing that it has destroyed all such copies.

Option B: Upon partnership termination or request, the Receiving Party must promptly return or destroy all confidential information and provide written certification of destruction if that option is chosen.

Notice of Breach:

Option A: The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized use or disclosure of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation or legal action to protect the Confidential Information.

Option B: The Receiving Party must immediately notify the Disclosing Party in writing of any suspected or actual breach of confidentiality, and fully cooperate with any resulting investigation or legal action.

Remedies:

Option A: The Parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies in any court of competent jurisdiction in Connecticut to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity. The Receiving Party shall indemnify the Disclosing Party for all direct and indirect damages, actual and consequential losses, expenses, and attorney's fees incurred as a result of any breach of this Agreement.

Option B: Breach of this agreement may result in injunctive relief, specific performance, and monetary damages. The Receiving Party will indemnify the Disclosing Party for all losses, expenses, and attorney's fees resulting from a breach.

Governing Law and Dispute Resolution:

Option A: 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 first through good-faith negotiation. If negotiation fails, the parties agree to submit to mediation in [City, Connecticut]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City, Connecticut] in accordance with the rules of the American Arbitration Association. The venue for any arbitration or court proceeding shall be [County], Connecticut.

Option B: Connecticut law governs this agreement. Disputes will be resolved through negotiation, followed by mediation, and then binding arbitration in Connecticut. The venue for any legal proceedings will be in [County], Connecticut.

Representations and Warranties:

Option A: Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each Party further represents and warrants that the disclosure of the Confidential Information does not violate any agreement or other obligation that such Party has with any third party.

Option B: Each party warrants that they have the authority to enter this agreement and that disclosing confidential information does not violate any third-party rights.

Amendments and Waivers:

Option A: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by all Parties. No waiver of any breach of this Agreement shall constitute a waiver of any other breach.

Option B: All changes to this agreement must be in writing and signed by all parties. A waiver of one breach does not waive any other breaches.

Assignment:

Option A: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party.

Option B: This agreement is binding on successors and assigns, but neither party may assign this agreement without written consent.

Electronic Signatures:

Option A: 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. Electronic signatures shall be accepted as original signatures.

Option B: Electronic signatures are permitted and accepted as original signatures for this agreement.

Limited Disclosure:

Option A: Either Party may disclose Confidential Information to its tax, legal, or financial advisors, provided that such advisors are bound by confidentiality obligations no less restrictive than those contained herein.

Option B: Disclosure to tax, legal, or financial advisors is permitted, provided they are bound by similar confidentiality obligations.

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

[Partner 1 Name]

____________________________

Signature

[Partner 2 Name]

____________________________

Signature

[Entity Name, if applicable]

____________________________

By: [Name and Title of Authorized Representative]