Delaware partnership nda template

Delaware Partnership Non-Disclosure Agreement

This Delaware Partnership Non-Disclosure Agreement ("Agreement") is made and entered into as of this [Date], by and among:

[Partner 1 Name], a [Legal Entity Type of Partner 1], with a business address at [Partner 1 Address], and registered agent contact [Partner 1 Registered Agent Contact].

[Partner 2 Name], a [Legal Entity Type of Partner 2], with a business address at [Partner 2 Address], and registered agent contact [Partner 2 Registered Agent Contact].

[Partnership Name], a Delaware Partnership, with a business address at [Partnership Address], and registered agent contact [Partnership Registered Agent Contact].

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by or on behalf of one partner (the "Disclosing Partner") to another partner (the "Receiving Partner") or to the Partnership, whether orally, in writing, electronically, or by any other means, that relates to the Disclosing Partner's or the Partnership's past, present, or future business activities. Confidential Information includes, but is not limited to, the following categories:

• Business Strategies:
  • Option A: Includes strategic plans, market analysis, and competitive assessments.
  • Option B: Specifically excludes publicly available information regarding general market trends.
• Financial Information:
  • Option A: Includes partnership financial statements, cap tables, and profit/loss allocations.
  • Option B: Only includes financial information not already disclosed to regulatory agencies.
• Partnership Agreements:
  • Option A: Includes the partnership agreement and any amendments thereto.
  • Option B: Excludes publicly filed certificates of partnership.
• Trade Secrets: Includes all information defined as a trade secret under the Delaware Uniform Trade Secrets Act.
• Intellectual Property: Includes patents, trademarks, copyrights, and trade secrets.
• Partner Information:
  • Option A: Includes lists of partners, their contact information, and capital contributions.
  • Option B: Excludes publicly available directory information of partners.
• Operational Procedures: Includes internal processes, workflows, and training materials.
• Vendor and Client Information: Includes lists of vendors and clients, their contact information, and contract terms.
• Technology: Includes software, hardware, and technical specifications.
• Marketing Plans: Includes advertising strategies, promotional materials, and sales forecasts.
• Negotiation Records: Includes notes, drafts, and communications related to contract negotiations.
• Proprietary Systems: Includes databases, networks, and other proprietary systems.
• Due Diligence Data: Includes information exchanged during due diligence activities.

2. Exclusions from Confidentiality

The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Partner or the Partnership.
• Is independently developed by the Receiving Partner without reference to the Confidential Information.
• Is rightfully received by the Receiving Partner from a third party who is not bound by any confidentiality obligation to the Disclosing Partner.
• Is required to be disclosed by applicable Delaware state or federal law, regulation, or valid court or government order.
  • Option A: If disclosure is required, the Receiving Partner must provide prompt written notice to the Disclosing Partner to allow the Disclosing Partner to seek a protective order or other appropriate remedy.
  • Option B: The Receiving Partner shall reasonably cooperate with the Disclosing Partner in seeking such an order.

3. Permitted Use

Confidential Information may only be used for the following purposes related to the Partnership's business:

• To evaluate potential business opportunities within the scope of the partnership agreement.
• To manage and operate the Partnership's business.
• For internal business analysis and decision-making.

The Receiving Partner shall not use the Confidential Information for any other purpose, including, but not limited to, personal gain or competitive advantage outside the scope of the partnership.

• Option A: Confidential Information shall not be shared with any non-partner entities or individuals, including employees or agents, without the Disclosing Partner's prior written consent.
• Option B: Disclosure to employees or agents is permitted on a "need to know" basis, provided that such individuals are bound by confidentiality obligations equivalent to those contained in this Agreement.

4. Security Measures

Each partner and their affiliates, employees, advisors, subcontractors, and agents shall implement reasonable and industry-appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure.

• Option A: Security measures shall include physical, electronic, and administrative controls.
• Option B: Specific measures shall include password protection, encryption, data backup, and secure storage.
• Remote work and cloud data storage shall adhere to security best practices.

These measures should be specifically tailored to Delaware’s standards for safeguarding trade secrets and sensitive business data.

5. Notification of Unauthorized Disclosure

In the event of any unauthorized disclosure or use of the Confidential Information, the Receiving Partner shall:

• Immediately notify the Disclosing Partner in writing.
• Cooperate fully with the Disclosing Partner in investigating and mitigating the unauthorized disclosure or use.
• Take all reasonable steps to prevent further unauthorized disclosure or use.
• Option A: Provide a written report to the Disclosing Partner detailing the circumstances of the unauthorized disclosure, the scope of the disclosure, and the remedial measures taken.
• Option B: Make all necessary notifications to individuals who may have been affected by the data breach as required by law.

6. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue for the longer of:

• The duration of the Partnership's existence.
• [Number] years following the termination of the Partnership, a partner's withdrawal, or information return/destruction.

Perpetual confidentiality applies to information that qualifies as a legally-protected trade secret under the Delaware Uniform Trade Secrets Act.

7. Return or Destruction of Confidential Information

Upon the Disclosing Partner's written demand, or upon a partner's withdrawal, expulsion, dissolution, or termination of cooperation, the Receiving Partner shall promptly:

• Return all Confidential Information to the Disclosing Partner.
• Or, at the Disclosing Partner's option, destroy all Confidential Information and certify such destruction in writing.

This includes all reproducible forms, devices, and media containing Confidential Information.

• Option A: The Disclosing Partner shall have the right to audit the Receiving Partner's compliance with this Section.
• Option B: The Receiving Partner shall provide reasonable access to its facilities and records for the purpose of verifying compliance.

8. Remedies for Breach

In the event of a breach of this Agreement, the Disclosing Partner shall be entitled to:

• Monetary damages.
• Equitable relief, including temporary restraining orders and injunctions, as permitted under Delaware Chancery Court practices.
• Specific performance.
• Attorneys' fees and costs.
• Indemnification for downstream damages.
• Option A: Liquidated damages in the amount of [Dollar Amount] per breach (if negotiated and not deemed punitive under Delaware law).

9. Choice of Law, Venue, and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Delaware Court of Chancery or other competent state court located in Delaware.

Each party waives any objection to the venue of any such action or proceeding in such court.

10. Relationship to Partnership Agreement

This Agreement is supplementary to, and does not amend or override, the Delaware partnership agreement or operating agreement unless expressly stated herein.

This Agreement shall be interpreted consistently with partnership laws, including the Delaware Revised Uniform Partnership Act (DRUPA). The parties acknowledge how partnership liability and authority affect confidentiality responsibilities.

11. Conflicts and Joint Development

The parties will address potential conflicts or joint development/IP ownership issues arising from information exchange using the following:

• Option A: The Parties will maintain a record of all Confidential Information that is exchanged between them.
• Option B: Each Party will own its own pre-existing intellectual property and will license that intellectual property to the Partnership as needed.

Customized provisions for co-mingled data, joint inventions, or separately-held IP interests in the partnership context.

12. Data Protection and Privacy

The Parties shall comply with all Delaware-specific data protection and privacy requirements, including any special considerations for certain industries (e.g., financial services, health care, technology).

• Option A: If applicable, the parties acknowledge and agree to comply with the requirements of [Relevant Industry Specific Regulations].
• Option B: The parties warrant that they have implemented and maintain appropriate security measures to protect personal data.

13. Amendment, Waiver, and Assignment

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

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.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of all other partners.

14. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the partners, their successors, assigns, and incoming/outgoing partners as provided under Delaware law. Withdrawal or expulsion of a partner does not release them from ongoing confidentiality obligations for information received during their tenure.

15. 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.

• Option A: No waiver of any provision of this Agreement shall be implied by any course of dealing between the parties.
• Option B: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Further Assurances

Each party agrees to execute such further documents and take such further actions as may be reasonably necessary or desirable to carry out the intent and purposes of this Agreement.

17. Signatures

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

[Partner 1 Name]:

By: [Partner 1 Signature Block]

Title: [Partner 1 Title]

[Partner 2 Name]:

By: [Partner 2 Signature Block]

Title: [Partner 2 Title]

[Partnership Name]:

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]