Delaware mutual nda template

Delaware Mutual Non-Disclosure Agreement

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

• [Party A Legal Name], a [Entity Type, e.g., Delaware Corporation] with its principal place of business at [Party A Address], Attn: [Party A Contact Person], authorized signatory: [Party A Signatory Name] (“Party A”); and
• [Party B Legal Name], a [Entity Type, e.g., Delaware LLC] with its principal place of business at [Party B Address], Attn: [Party B Contact Person], authorized signatory: [Party B Signatory Name] (“Party B”).

WHEREAS, Party A and Party B (individually, a “Party” and collectively, the “Parties”) desire to exchange certain confidential information for the purpose of [Description of Purpose, e.g., evaluating a potential business relationship].

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

Definition of Confidential Information

• “Confidential Information” means any and all non-public business, technical, commercial, financial, client, supplier, operational, transactional, personnel, research and development, software, algorithms, proprietary data, intellectual property, product or marketing plans, source code, pricing structures, investor information, and trade secrets exchanged between the Parties in any form (written, oral, digital, visual, sample, or other) under or in connection with the contemplated relationship, collaboration, or transaction.
• For oral disclosures to be treated as Confidential Information, the Disclosing Party must confirm in writing (including by email) within [Number] business days of the oral disclosure that such information is confidential, summarizing the disclosure.

Exclusions from Confidential Information

• This Agreement shall not apply to information that:
  • Is or becomes publicly available other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement.
  • Was already known to the Receiving Party, as evidenced by its written records, prior to its disclosure by the Disclosing Party.
  • Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as evidenced by its written records. The burden of proof of independent development shall be on the Receiving Party.
  • Is lawfully received by the Receiving Party from a third party without any obligation of confidentiality to the Disclosing Party.
  • Is required to be disclosed pursuant to Delaware law, court order, or government regulation, provided that the Receiving Party provides prompt notice to the Disclosing Party (unless legally prohibited) so that the Disclosing Party may seek a protective order or other appropriate remedy.

Permitted Use

• Each Party shall use the other Party’s Confidential Information solely for the purpose of [State Specific Purpose, e.g., evaluating the feasibility of a joint venture].
• Confidential Information shall not be used for any other purpose, including, without limitation, any competitive activity.

Confidentiality Obligations

• Each Party shall protect the other Party’s Confidential Information using at least industry-standard security and confidentiality measures, including, but not limited to, physical, technical, and administrative safeguards designed to prevent unauthorized access, use, or disclosure. Such measures shall comply with best practices and applicable Delaware law, including the Delaware Uniform Trade Secrets Act.
  • Option A: Receiving party shall maintain measures no less stringent than it uses to protect its own similar confidential information.
  • Option B: Receiving party shall use [Detailed Description of Security Measures].
• Each Party shall treat the other Party’s Confidential Information with no less care than it treats its own similar confidential information.

Limited Access

• Each Party shall limit access to the other Party’s Confidential Information to its employees, affiliates, advisors, subcontractors, or representatives (collectively, “Representatives”) who have a need to know such information for the Permitted Use.
• Each Party shall ensure that its Representatives are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

Term

• The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of this Agreement.
  • Option A: With respect to trade secrets, the obligations of confidentiality shall continue perpetually, consistent with the Delaware Uniform Trade Secrets Act.
  • Option B: The term of confidentiality shall be [Number] years for all information disclosed before [Date].

Return or Destruction of Confidential Information

• Upon the termination of the relationship or upon written request of the Disclosing Party, the Receiving Party shall promptly return or permanently destroy all tangible and electronic Confidential Information of the Disclosing Party in its possession or control.
• The Receiving Party shall provide written certification of such destruction or return to the Disclosing Party. Such destruction shall be carried out following "reasonable steps" under Delaware legal standards for cyber/data protection.

Notice of Unauthorized Disclosure

• Each Party shall promptly notify the other Party of any unauthorized disclosure, suspected breach, legal request for disclosure, or any security incidents relating to the other Party’s Confidential Information.
• Each Party shall cooperate fully with the other Party in protecting such Confidential Information and mitigating any harm caused by such unauthorized disclosure or breach.

Remedies

• Each Party acknowledges that a breach of this Agreement may cause irreparable harm to the other Party for which monetary damages may be inadequate.
• Therefore, in the event of a breach or threatened breach of this Agreement, the non-breaching party shall be entitled to seek injunctive relief, without the necessity of proving actual damages or posting a bond, in accordance with Delaware Chancery Court practice, in addition to any other remedies available at law or in equity, including actual, consequential, or statutory damages and attorneys’ fees.

Governing Law and Dispute Resolution

• This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
• Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in Delaware. Each Party consents to the exclusive jurisdiction and venue of such courts.
  • Option A: The parties agree to attempt to resolve any dispute through good faith negotiation before resorting to litigation.
  • Option B: Any dispute shall be settled by binding arbitration in Delaware in accordance with the rules of the American Arbitration Association.

Statutory and Common Law Rights

• All obligations under this Agreement are in addition to and not in derogation of any statutory or common law duties owed under Delaware law, including the Delaware Uniform Trade Secrets Act.
• Nothing in this Agreement shall limit a Party’s ability to seek protection or remedies under such statutes.

Representations and Warranties

• 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.

No License

• No disclosure of Confidential Information under this Agreement shall be deemed to grant to the Receiving Party any license or other rights to the Disclosing Party’s intellectual property.

Inadvertent Disclosure

• Inadvertently disclosed information, if marked or promptly designated as confidential, shall be treated as Confidential Information under this Agreement.

Compliance with Laws

• Each party will comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with the receiving, processing, and disclosing of Confidential Information including, but not limited to, the Defend Trade Secrets Act, Delaware-specific data privacy laws, professional conduct requirements, and contractual obligations arising under Delaware public policy (such as enforceability of non-solicitation, and fair competition).

Entire Agreement; Amendment; Waiver

• 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, between the Parties with respect to such subject matter.
• No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.
• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of this Agreement.
• If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The Parties will negotiate in good faith to replace any such invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to expressing the intention of the invalid or unenforceable provision.

Electronic Signature and Counterparts

• 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.
• This Agreement may be executed and delivered electronically and upon such delivery shall be deemed to have the same force and effect as if the original signature had been delivered to the other party.

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

[Party A Legal Name]

By: [Party A Signatory Name]

Title: [Party A Signatory Title]

[Party B Legal Name]

By: [Party B Signatory Name]

Title: [Party B Signatory Title]