Georgia mutual nda template

Georgia Mutual Non-Disclosure Agreement

This Georgia Mutual Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date], by and between:

• [Party A Legal Name], a [State of Incorporation/Organization] [Entity Type, e.g., corporation, LLC], with its principal place of business at [Party A Address], hereinafter referred to as "Party A," and represented by [Party A Authorized Signatory Name], whose title is [Party A Authorized Signatory Title].
• [Party B Legal Name], a [State of Incorporation/Organization] [Entity Type, e.g., corporation, LLC], with its principal place of business at [Party B Address], hereinafter referred to as "Party B," and represented by [Party B Authorized Signatory Name], whose title is [Party B Authorized Signatory Title].

WHEREAS, Party A and Party B desire to explore a potential business relationship for [Description of Business Relationship]; and

WHEREAS, in connection with such exploration, each party may disclose to the other certain confidential and proprietary information;

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

Definition of Confidential Information

• Option A: “Confidential Information” means any and all information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, 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. This includes, but is not limited to, trade secrets as defined under the Georgia Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.), proprietary business information, client and vendor lists, technical documentation, project plans, financial records, business strategies, marketing data, intellectual property (including inventions, designs, algorithms, source code, and software), non-public methods, and any related deliverables or materials generated through the engagement.
• Option B: "Confidential Information" specifically includes, but is not limited to:
  • Trade secrets under O.C.G.A. § 10-1-760 et seq.
  • Customer lists and pricing information
  • Financial projections and business plans
  • Technical specifications and source code
  • [Other specific types of information]
• Option C: (If dealing with HIPAA/medical information) Confidential Information includes Protected Health Information (PHI) as defined by HIPAA and its implementing regulations (45 C.F.R. Parts 160 and 164) and the Georgia Medical Records Confidentiality Act (O.C.G.A. § 24-9-40 et seq.).

Exclusions from Confidential Information

• Option A: The obligations under this Agreement shall not apply to information that: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement; (b) was already in the Receiving Party's possession prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records; or (d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.
• Option B: Confidential Information excludes information that:
  • Is publicly known at the time of disclosure or becomes publicly known without fault of the Receiving Party.
  • Was rightfully received from a third party without any obligation of confidentiality.
  • Is independently developed by the Receiving Party.
  • Is required to be disclosed by a Georgia court order or applicable law, provided reasonable notice is given to the Disclosing Party.
• Option C: (If dealing with public sector/government entities) To the extent this Agreement conflicts with the Georgia Open Records Act (O.C.G.A. § 50-18-70 et seq.), the Open Records Act shall control.

Permitted Use

• Option A: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and engaging in the potential business relationship described above (the "Permitted Purpose"). The Receiving Party shall not use the Confidential Information for any other purpose, including, without limitation, for its own benefit or the benefit of any third party.
• Option B: The Confidential Information may only be used for:
  • Evaluating a potential [Specific type of transaction].
  • Performing due diligence related to a potential [Specific type of transaction].
  • Internal business purposes related to [Specific business purpose].
• Option C: The Receiving Party agrees not to use the Confidential Information for any purpose other than the Permitted Purpose, and specifically agrees not to reverse engineer, decompile, or disassemble any software or hardware disclosed by the Disclosing Party.

Obligations of Confidentiality

• Option A: The Receiving Party shall protect the confidentiality of the Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own similar confidential information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party shall restrict access to the Confidential Information to its employees, agents, and contractors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its employees, agents, and contractors.
• Option B: The Receiving Party agrees to:
  • Implement reasonable security measures to protect the Confidential Information.
  • Limit access to the Confidential Information to employees and contractors with a need to know and who are bound by confidentiality obligations.
  • Promptly notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information.
• Option C: (If dealing with electronic records): The Receiving Party will comply with all applicable Georgia laws and regulations regarding data security and privacy, including but not limited to the Georgia Personal Identity Protection Act (O.C.G.A. § 10-1-910 et seq.) when handling personal information.

Handling of Electronic and Physical Records

• Option A: All electronic and physical records containing Confidential Information shall be handled in accordance with industry best practices and any applicable Georgia industry regulations, including secure storage, encryption where appropriate, and controlled access. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized disclosure or security breach involving Confidential Information and shall cooperate fully with the Disclosing Party in investigating and remediating such breach.
• Option B: Upon termination of this Agreement, or at any time upon the Disclosing Party's written request, the Receiving Party shall:
  • Return all physical copies of the Confidential Information to the Disclosing Party.
  • Irrevocably delete all electronic copies of the Confidential Information.
  • Certify in writing to the Disclosing Party that all copies of the Confidential Information have been returned or destroyed.
• Option C: (If dealing with financial institutions) The Receiving Party will comply with the Georgia Financial Records Privacy Act (O.C.G.A. § 7-1-790 et seq.) when handling customer financial information.

Term and Termination

• Option A: This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years. The obligations of confidentiality under this Agreement shall survive termination of this Agreement for a period of [Number] years, except that the obligations regarding trade secrets as defined under Georgia law shall continue in perpetuity.
• Option B: This Agreement shall remain in effect until:
  • Terminated by either party with [Number] days written notice.
  • The completion of the Permitted Purpose.
  • [Specific event triggering termination].
• Option C: (If permanent confidentiality for trade secrets is required) The confidentiality obligations with respect to information constituting a trade secret under Georgia law shall continue indefinitely.

Return or Destruction of Confidential Information

• Option A: Upon termination of this Agreement or at any time upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies, extracts, and summaries thereof, or, at the Disclosing Party's option, shall destroy all such Confidential Information and certify in writing to the Disclosing Party that it has been destroyed.
• Option B: The Receiving Party must, upon request:
  • Return all Confidential Information in tangible form.
  • Delete all Confidential Information stored electronically.
  • Provide written certification of compliance.
• Option C: The Receiving Party may retain one copy of the Confidential Information for archival purposes only, subject to the same confidentiality obligations.

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 and specific performance to enforce the terms of this Agreement, without the necessity of proving actual damages or posting a bond. In addition, the Disclosing Party shall be entitled to recover its reasonable attorneys' fees and costs incurred in enforcing this Agreement if such recovery is permissible under O.C.G.A. § 13-6-11.
• Option B: In the event of a breach, the Disclosing Party may seek:
  • Injunctive relief to prevent further disclosure.
  • Actual damages caused by the breach.
  • Reasonable attorney's fees, if permitted under Georgia law.
• Option C: (Including liquidated damages) The parties agree that if the Receiving Party breaches this Agreement, the Disclosing Party will be entitled to liquidated damages in the amount of [Dollar Amount], as well as injunctive relief. The parties acknowledge that the actual damages would be difficult or impossible to ascertain.

No License

• Option A: Nothing in this Agreement shall be construed as granting to the Receiving Party any license or other right, title, or interest in or to the Disclosing Party's Confidential Information or intellectual property. All such rights are expressly reserved by the Disclosing Party.
• Option B: This Agreement does not grant any:
  • License to use any patents or copyrights.
  • Transfer of ownership of any intellectual property.
  • Right to manufacture or sell products based on the Confidential Information.
• Option C: The Disclosing Party retains all right, title, and interest in and to its Confidential Information.

Compelled Disclosure

• Option A: If the Receiving Party is required to disclose Confidential Information pursuant to a subpoena, court order, or other legal process, the Receiving Party shall promptly notify the Disclosing Party in writing prior to such disclosure and shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.
• Option B: In the event of a subpoena, the Receiving Party will:
  • Provide prompt notice to the Disclosing Party.
  • Cooperate in seeking a protective order.
  • Disclose only the minimum information required by law.
• Option C: The Receiving Party will assert all available privileges and exemptions from disclosure.

Governing Law; Jurisdiction and Venue

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, 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 state or federal courts located in [Name of Georgia County] County, Georgia, and the parties hereby consent to the personal jurisdiction of such courts.
• Option B: This Agreement is governed by Georgia law, and any disputes shall be resolved in:
  • The state courts of [Name of Georgia County] County.
  • The federal courts located in the Northern District of Georgia.
• Option C: (Alternative Dispute Resolution) Any dispute arising under or related to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association in Atlanta, Georgia. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Waiver; Amendment; Integration

• Option A: 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. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties. 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 B: This Agreement can only be amended by a written agreement signed by both parties.
• Option C: (Including specific waiver of jury trial) Both parties hereby knowingly, voluntarily, and intentionally waive any right they may have to a trial by jury in respect of any litigation based upon or arising out of this Agreement or any course of conduct, dealing, statements (whether oral or written), or actions of either party.

Severability

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
• Option B: If any part of this Agreement is found to be unenforceable, the remaining provisions will still be valid.
• Option C: The parties will negotiate in good faith to replace any invalid provision with a valid provision that achieves the same economic effect.

Assignment

• Option A: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld.
• Option B: This Agreement cannot be assigned without written consent, except in the case of a merger or acquisition.
• Option C: Any attempted assignment without consent shall be void.

Notice

• Option A: 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 above.
• Option B: Notices must be sent to the following addresses:
  • Party A: [Party A Address]
  • Party B: [Party B Address]
• Option C: (Allowing email notices) Notices may also be sent by email, provided that a confirmation of receipt is requested and received.

Authority

• 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.
• Option B: Each party warrants that its signatory is authorized to enter into this Agreement.
• Option C: (If one party is an organization) [Party Name] represents that it is duly organized and validly existing under the laws of [State of Incorporation], and that this Agreement has been duly authorized by its board of directors or other governing body.

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

[Party A Legal Name]

By: [Party A Authorized Signatory Name]

Title: [Party A Authorized Signatory Title]

[Party B Legal Name]

By: [Party B Authorized Signatory Name]

Title: [Party B Authorized Signatory Title]