Georgia nda template

Georgia Non-Disclosure Agreement (NDA)

This Agreement is designated as: * Unilateral * Mutual * Multilateral

This Agreement is made and entered into as of the [Effective Date], and executed on [Date of Execution] by and between:

* [Disclosing Party Name], a [Disclosing Party Organizational Type, e.g., corporation] organized under the laws of [State of Formation, if applicable], with its principal place of business at [Disclosing Party Address] (“Disclosing Party”) * Option to add affiliates or subsidiaries of Disclosing Party: The term "Disclosing Party" shall also include the following affiliates or subsidiaries: [List of Affiliates/Subsidiaries]

* [Receiving Party Name], a [Receiving Party Organizational Type, e.g., corporation] organized under the laws of [State of Formation, if applicable], with its principal place of business at [Receiving Party Address] (“Receiving Party”). * Option to add affiliates or subsidiaries of Receiving Party: The term "Receiving Party" shall also include the following affiliates or subsidiaries: [List of Affiliates/Subsidiaries]

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, whether orally, visually, or in writing, 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.

* Option A: Including Oral Statements: Confidential Information includes information disclosed orally where the disclosing party identifies the information as confidential at the time of disclosure, and confirms it in writing within [Number] days of the oral disclosure.

* Option B: Including Written Materials & Electronic Records: Confidential Information includes, without limitation, written materials, electronic records, trade secrets, business plans, financial data, customer lists, technical data, prototypes, marketing strategies, product designs, software source code, contracts, or any other protected information.

* Option C: Specifically Designated Information. Disclosing party can specifically designate information as confidential by marking it as such (e.g., "Confidential").

Specifically EXCLUDED from the definition of Confidential Information is information that:

* is or becomes publicly available without breach of this Agreement; * was known to the Receiving Party prior to its disclosure by the Disclosing Party; * 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. * Option: Information approved for release by written permission of the Disclosing Party.

2. Purpose of Disclosure

The Receiving Party agrees to use the Confidential Information solely for the purpose of: [Describe Permitted Purpose, e.g., evaluation of a potential business transaction, considering potential employment, exploring a joint venture, etc.]

* Option A: Evaluation of Business Transaction * Option B: Potential Employment * Option C: Joint Venture * Option D: Other Purpose: [Describe Other Purpose]

3. Standard of Care

The Receiving Party shall protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

* Option A: Higher Standard: The Receiving Party shall protect the Confidential Information with the *highest* degree of care.

4. Permitted Disclosures

The Receiving Party may disclose Confidential Information only to its employees, contractors, and advisors who have a "need to know" for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.

* Option A: Restriction on Affiliates: Disclosure to affiliates or related entities requires prior written consent from the Disclosing Party.

* Option B: Written Approval Required: Any further disclosure requires prior written approval from the Disclosing Party.

5. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue:

* Option A: Perpetually with respect to trade secrets. * Option B: For [Number] years from the date of this Agreement. * Option C: Until the information becomes publicly known through no fault of the Receiving Party. * Option D: Trade Secrets: Perpetually; Other Confidential Information: [Number] years.

6. Exceptions to Confidentiality

The Receiving Party may disclose Confidential Information if required to do so by law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice of the requirement prior to the disclosure (to the extent legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

* Georgia Law Exception: Nothing in this agreement prevents disclosure necessary to comply with Georgia or federal laws, including disclosures to law enforcement or whistleblower activity, or any legally protected disclosure. There will be no retaliation for legal disclosures.

7. Prohibited Uses

The Receiving Party shall not use the Confidential Information for any purpose other than the Permitted Purpose. The Receiving Party shall not reverse engineer, copy, or exploit the Confidential Information for any competitive gain.

* Option A: Non-Circumvention: The Receiving Party shall not circumvent the Disclosing Party in any business dealings related to the Confidential Information.

* Option B: Non-Solicitation: The Receiving Party shall not solicit for employment any employee of the Disclosing Party during the term of this Agreement and for a period of [Number] years thereafter.

* Option C: Non-Compete (Georgia Specific): The Receiving Party shall not engage in the following competitive activities within the specified geographic area and timeframe: [Describe Prohibited Activities, Geographic Area, and Timeframe]. (Note: Under Georgia law, restrictive covenants must be reasonable in scope, duration, and territory to be enforceable). Georgia's Restrictive Covenants Act applies.

8. Return or Destruction of Information

Upon termination of this Agreement or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this obligation.

* Option: Retention of Required Records. Receiving party may retain copies of confidential information as required by applicable law or regulation, provided confidentiality is maintained.

9. Representations and Warranties

The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information. The Receiving Party acknowledges that the Disclosing Party makes no warranty, express or implied, regarding the accuracy or completeness of the Confidential Information.

* Option: Disclaimer of Warranties: Disclosing Party disclaims all warranties, express or implied, relating to the Confidential Information.

10. Governing Law and Jurisdiction

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. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County Name], Georgia.

* Option A: Mediation: Prior to initiating any legal action, the parties agree to attempt to resolve any dispute through mediation.

* Option B: Arbitration: Any dispute arising under this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

11. Remedies for Breach

The parties agree that monetary damages would not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to injunctive relief and other equitable relief to prevent or restrain any such breach, in addition to any other remedies available at law or in equity. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

* Option A: Limitation of Liability: In no event shall the Receiving Party be liable for any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement. * Option B: Carve-out for Willful Misconduct: The limitation of liability in Section 11.A shall not apply to damages arising from willful misconduct or breach of trade secrets.

12. Term and Termination

This Agreement shall commence on the Effective Date and shall continue:

* Option A: For a term of [Number] years. * Option B: Until terminated by either party upon [Number] days written notice. * Option C: Concurrent with the term of the underlying [Name of Agreement if applicable].

The obligations of confidentiality shall survive termination of this Agreement as set forth in Section 5.

13. Miscellaneous

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. This Agreement may be amended only by a writing signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may not be assigned by either party without the prior written consent of the other party. Headings are for convenience only and do not affect interpretation. Notices shall be in writing and sent to the addresses set forth above. 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 considered original signatures.

* Georgia Security and Immigration Compliance Act Disclosure [Optional]. This [agreement/relationship] may be subject to the Georgia Security and Immigration Compliance Act, O.C.G.A. § 13-10-90, et seq.

14. Georgia Trade Secrets Act Compliance

The parties acknowledge the requirements of the Georgia Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.) and agree that Confidential Information may include "trade secrets" as defined therein.

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

[Disclosing Party Name]

By: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

[Receiving Party Name]

By: [Receiving Party Printed Name]

Title: [Receiving Party Title]

* Optional: Notarization: State of Georgia, County of [County Name]. Signed and sworn to (or affirmed) before me on this [Day] day of [Month], [Year], by [Name of Person Making Statement]. (Seal, if any) [Signature of Notary Public] Notary Public My commission expires: [Date]

* Optional: Witness Attestation: Witness 1: [Witness 1 Printed Name], Signature: _________________________ Witness 2: [Witness 2 Printed Name], Signature: _________________________