Georgia partnership nda template

Georgia Partnership Non-Disclosure Agreement

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

• [Partner 1 Full Legal Name], residing at [Partner 1 Address], whose contact details are [Partner 1 Phone Number] and [Partner 1 Email Address], and, if applicable, registered as [Partner 1 Entity Type] with registration number [Partner 1 Registration Number], hereinafter referred to as "Partner 1";
• and
• [Partner 2 Full Legal Name], residing at [Partner 2 Address], whose contact details are [Partner 2 Phone Number] and [Partner 2 Email Address], and, if applicable, registered as [Partner 2 Entity Type] with registration number [Partner 2 Registration Number], hereinafter referred to as "Partner 2".

Partner 1 and Partner 2 may be referred to individually as a "Party" or collectively as the "Parties."

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by inspection, 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:

• Partnership business plans
• Financial records
• Intellectual property
• Trade secrets as defined under the Georgia Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.)
• Proprietary formulas
• Client and vendor data
• Marketing and pricing strategies
• Internal communications
• Agreements
• Partnership negotiations
• Due diligence materials
• Operational procedures
• Employee and contractor information
• Agreements
• Any and all data and information regarding the [Partnership Name]

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available other than as a result of disclosure by the Receiving Party in violation of this Agreement.
• Was already lawfully in the Receiving Party’s possession prior to its disclosure by the Disclosing Party.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality with respect to such information.
• Is required to be disclosed by law, regulation, or court order; provided that the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

3. Permitted Use

The Receiving Party shall use the Confidential Information solely for the purpose of [Specifically Defined Purpose of Partnership or Diligence] (the “Permitted Purpose”). The Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to personal gain, competition with the Disclosing Party, or any other unauthorized endeavor.

4. Obligations of Confidentiality

• Each Party and their representatives agree to exercise reasonable care, but not less than the care a prudent person would exercise with their own confidential information, to prevent the unauthorized disclosure or access to Confidential Information. Such measures include, but are not limited to:
• Secure storage (physical and digital)
• Controlled access
• Password protections
• Restricted distribution
• Data encryption
• Explicit transfer protocols
• Confidential Information shall not be copied, reproduced, or removed from the partnership’s control except as strictly necessary for the Permitted Purpose and with appropriate protections in place.

5. Third-Party Advisors and Affiliates

• The Receiving Party may disclose Confidential Information to its professional advisors (e.g., attorneys, accountants) and affiliates, but only to the extent necessary for the Permitted Purpose.
• Prior to disclosing Confidential Information to any such third party, the Receiving Party shall ensure that such third party is bound by confidentiality obligations no less restrictive than those contained in this Agreement, and as permitted by Georgia law.

6. Notification of Breach

• Each Party shall immediately notify the other in the event of any actual or suspected breach of this Agreement, unauthorized use or disclosure of Confidential Information, or legal process requiring disclosure.
• The Parties shall cooperate fully in any efforts to mitigate the breach and take remedial actions.

7. Term of Confidentiality

• The obligations of confidentiality under this Agreement shall continue during the term of the partnership and for a period of [Number] years following the termination of the partnership, provided, however, that with respect to Trade Secrets as defined under the Georgia Trade Secrets Act, the obligations of confidentiality shall continue in perpetuity.

8. Post-Termination Obligations

• Upon termination of the partnership or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, including all physical, electronic, and derivative copies.
• Upon request, the Receiving Party shall provide written certification of such return or destruction.
• The Returning Party can retain one copy of the confidential information to maintain as archival information for any regulatory or legal purposes.
• Option A: No exceptions shall be made for legal retention unless specifically agreed to in writing by both parties.
• Option B: Exceptions may be made for archival copies kept for legal compliance purposes only, provided such copies are kept confidential.

9. Remedies for Breach

• The Parties agree that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate.
• In the event of a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity, including compensatory and consequential damages, and recovery of attorneys’ fees and costs as allowed under Georgia law.
• Willful breach or bad faith conduct shall be subject to additional penalties as determined by a court of competent jurisdiction.

10. Dispute Resolution

• The Parties shall first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• If negotiation fails, the Parties agree to submit the dispute to mediation in [City, Georgia].
• If mediation is unsuccessful, the dispute shall be resolved by:
• Option A: Binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be held in [City, Georgia].
• Option B: Litigation in the state or federal courts located in [County, Georgia].
• 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.

11. Compliance with Laws

• The Parties shall comply with all applicable Georgia state and federal statutes, including but not limited to the Georgia Uniform Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.), Georgia business partnership laws, and Georgia data privacy laws.
• [If applicable, add industry-specific regulations, e.g., HIPAA for healthcare, GLBA for financial services]

12. 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.
• 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, such provision shall be struck and the remaining provisions shall be enforced. The parties intend for the remainder of this Agreement to remain in effect.
• This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party.
• No rights to intellectual property or Confidential Information are transferred by this Agreement, except as expressly permitted herein.
• This Agreement may be amended only by a written instrument signed by both Parties.
• This Agreement supplements and does not replace or limit any broader fiduciary or professional obligations imposed by Georgia partnership law.
• Each Partner acknowledges that they have read this Agreement, understand its terms, and accept its enforceability and scope under Georgia law and the specific factual circumstances of this partnership.
• [If applicable, add a clause addressing potential sharing with investors, advisors, subcontractors, or related parties, ensuring they are also bound by confidentiality.]

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

____________________________
[Partner 1 Full Legal Name]
____________________________
[Partner 1 Title, if applicable]

____________________________
[Partner 2 Full Legal Name]
____________________________
[Partner 2 Title, if applicable]