Idaho mutual nda template

Idaho Mutual Non-Disclosure Agreement (NDA)

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

• [Disclosing Party Name], a [Entity Type, e.g., Corporation] organized under the laws of the State of [State of Organization], with its principal place of business at [Physical Address] ("Discloser"), and authorized to be signed by [Name], [Title].
• [Receiving Party Name], a [Entity Type, e.g., Limited Liability Company] organized under the laws of the State of [State of Organization], with its principal place of business at [Physical Address] ("Recipient"), and authorized to be signed by [Name], [Title].

1. Definition of Confidential Information

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

• Proprietary technology
• Trade secrets as defined by Idaho Code § 48-801 et seq.
• Business plans
• Manufacturing or engineering processes
• Pricing and cost data
• Supplier information
• Client lists
• Employee data
• Marketing strategies
• Research and development projects
• Legal and financial reports
• Business correspondence
• All materials marked or orally designated as confidential

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 Recipient.
• Was lawfully known to the Recipient prior to its disclosure by the Discloser.
• Is independently developed by the Recipient without use of the Discloser's Confidential Information.
• Is required to be disclosed by Idaho law, court order, or governmental request.
  • The Recipient shall provide the Discloser with prompt written notice of such required disclosure, unless prohibited by law.

3. Mutual Obligations

This Agreement is a mutual non-disclosure agreement. Both parties may be Disclosers and Recipients of Confidential Information. All obligations and rights set forth herein apply equally to both parties in their respective roles as Discloser and Recipient.

4. Permitted Use

The Recipient shall use the Confidential Information solely for the purpose of [Defined Purpose, e.g., evaluating a potential business collaboration] (the "Purpose") and for no other purpose whatsoever.

• The Recipient shall not use the Confidential Information for commercial gain, competition with the Discloser, or personal advantage.

5. Handling of Confidential Information

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

• Confidential Information shall be stored on secure servers or in locked storage.
• Access to Confidential Information shall be limited to personnel with a strict need-to-know basis.
• Unauthorized copying or dissemination of Confidential Information is prohibited.
• Encryption shall be used for electronic communication of Confidential Information.
• A record shall be kept of all disclosed materials.

6. Oral Disclosures

In the event of an oral disclosure of Confidential Information, the Discloser shall confirm the disclosure in writing within [Number] business days, specifically identifying the information disclosed and designating it as confidential.

7. Term and Termination

The obligations of confidentiality under this Agreement shall remain in effect for a period of [Number] years after the termination of [Underlying Agreement or Relationship].

• Option A: For trade secrets as defined under Idaho Code § 48-801 et seq., the obligations of confidentiality shall remain in effect indefinitely.
• Option B: The obligations of confidentiality shall terminate [Specific Termination Event, e.g., upon public disclosure of the Confidential Information by the Discloser].

8. Return of Confidential Information

Upon the Discloser's written request or upon termination of the [Underlying Agreement or Relationship], the Recipient shall promptly return to the Discloser or, at the Discloser's option, destroy all Confidential Information, including all copies and extracts thereof, and shall certify in writing to the Discloser that it has complied with this obligation.

• This includes deletion of Confidential Information from all electronic devices and backup systems.

9. Notification of Unauthorized Disclosure

The Recipient shall promptly notify the Discloser in the event of any actual or suspected unauthorized access, disclosure, loss, or breach of the Confidential Information, and shall cooperate with the Discloser in investigating and remediating such event.

10. Remedies

The Discloser shall be entitled to all available legal and equitable remedies for any breach of this Agreement by the Recipient, including injunctive relief, monetary damages, and attorney's fees, as provided under Idaho's Uniform Trade Secrets Act (Idaho Code § 48-803). In cases of malicious misappropriation, the Discloser shall be entitled to exemplary damages.

11. No License

Nothing in this Agreement shall be construed as granting the Recipient any license or other right to use the Confidential Information, except as expressly provided herein. All implied licenses are expressly waived.

12. No Obligation to Disclose

Nothing in this Agreement shall obligate either party to proceed with any further relationship or to actually disclose any Confidential Information.

13. Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable under Idaho law, the remaining provisions shall remain in full force and effect.

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Idaho.

16. Dispute Resolution

Prior to initiating any arbitration or court action, the parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation and mediation. The parties may select a mutually agreeable mediator located in Idaho.

17. Compliance with Laws

This Agreement shall not supersede or conflict with any mandatory Idaho laws governing public policy, whistleblower protections, or statutory disclosure obligations.

18. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Independent contractors, employees, or agents of either party are individually bound and must sign separate acknowledgments if necessary to comply with Idaho law.

19. Industry-Specific Considerations

[If applicable, insert industry-specific considerations, e.g., data protection measures required by Idaho’s agricultural or healthcare regulations, citing relevant Idaho Revised Statutes. Example: "If personal data may be shared under this Agreement, both parties shall comply with all applicable provisions of the Health Insurance Portability and Accountability Act (HIPAA) and any relevant Idaho data privacy statutes."]

20. Record Keeping

Both parties shall maintain records evidencing compliance with this Agreement for the duration of the obligations set forth herein.

21. Insurance and Indemnification

[Optional: Include insurance and indemnification requirements where higher risk of data loss is anticipated or where required by local Idaho business or licensing regulations.]

22. Electronic Signatures

Electronic signatures on this Agreement shall be valid and binding in accordance with Idaho’s Uniform Electronic Transactions Act (Idaho Code Title 28, Chapter 50).

23. 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.

24. Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail with return receipt requested or by reputable overnight courier to the addresses set forth above.

25. 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.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

[Receiving Party Name]

By: [Name]

Title: [Title]