Idaho nda template

Idaho Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is [Unilateral / Mutual / Multilateral], effective as of [Date].

Parties

Disclosing Party (Owner):

• Legal Name: [Name]
• Entity Type: [Individual / Corporation / LLC / Partnership / Other]
• State of Incorporation (if applicable): [State]
• Address: [Address]
• Contact Person: [Name]
• Email: [Email]
• Phone: [Phone]

Receiving Party:

• Legal Name: [Name]
• Entity Type: [Individual / Corporation / LLC / Partnership / Other]
• State of Incorporation (if applicable): [State]
• Address: [Address]
• Contact Person: [Name]
• Email: [Email]
• Phone: [Phone]

Purpose

• The purpose of this Agreement is to protect the Confidential Information (as defined below) disclosed by the Disclosing Party to the Receiving Party in connection with: [Describe specific transaction, project, or relationship, e.g., due diligence for potential acquisition, partnership discussions, evaluation of services].

Definition of Confidential Information

• Confidential Information means any information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, or in writing, relating to the Disclosing Party’s business, including, but not limited to:
  • Option A: Trade secrets, know-how, inventions (whether patentable or not), formulas, processes, data, programs, software, customer lists, financial information, marketing plans, and business strategies.
  • Option B: Information designated as confidential by the Disclosing Party.
  • Option C: All information provided, regardless of whether marked confidential.
  • Oral Disclosures:
    • Option A: Oral information shall be considered Confidential Information if identified as such at the time of disclosure and summarized in writing and delivered to the Receiving Party within [Number] days of disclosure.
    • Option B: All oral disclosures are considered confidential.
  • Exclusions:
    • Information that is or becomes publicly available through no fault of the Receiving Party.
    • Information that was already known to the Receiving Party prior to its disclosure by the Disclosing Party.
    • Information that is lawfully disclosed to the Receiving Party by a third party without any obligation of confidentiality.
    • Information that is independently developed by the Receiving Party without use of the Confidential Information.
    • Information that is required to be disclosed by law, court order, or government regulation (subject to Section 8).

Obligations of Receiving Party

• The Receiving Party agrees:
  • To hold the Confidential Information in strict confidence and to protect it with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
  • Not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted in this Agreement.
  • Not to use the Confidential Information for any purpose other than the Purpose stated in Section 2.
  • To limit access to the Confidential Information to its employees, agents, and consultants ("Representatives") who have a need to know the Confidential Information for the Purpose, and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
    • Third-Party Advisors:
      • Option A: Receiving Party may disclose Confidential Information to its attorneys, accountants, and financial advisors who have a need to know, provided they are bound by confidentiality obligations.
      • Option B: Disclosure to third-party advisors is prohibited without prior written consent.
  • Not to copy, reproduce, or reverse engineer the Confidential Information without the prior written consent of the Disclosing Party.
  • Not to discuss the Confidential Information with any third party.

Permitted Use

• The Receiving Party may only use the Confidential Information solely for the Purpose outlined in Section 2. No other use is permitted.
  • Option A: The Receiving Party may use the Confidential Information solely for evaluating a potential business relationship with the Disclosing Party.
  • Option B: The Receiving Party is permitted to use the Confidential Information in any manner consistent with Idaho law.

Breach and Remedies

• Any unauthorized disclosure or use of the Confidential Information by the Receiving Party shall constitute a material breach of this Agreement.
  • Remedies:
    • The Disclosing Party shall be entitled to seek injunctive relief to prevent further disclosure or use of the Confidential Information.
    • The Disclosing Party may pursue all available legal and equitable remedies, including monetary damages.
      • Option A: Liquidated damages shall be [Amount] per instance of breach. (Note: Liquidated damages must be reasonable and not a penalty under Idaho law).
    • Attorney Fees:
      • Option A: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorney fees and costs.
      • Option B: Each party shall bear its own attorney fees and costs.

Term and Termination

• This Agreement shall commence on the Effective Date and shall continue for a term of [Number] years.
  • Term Options:
    • Option A: This Agreement shall continue in perpetuity.
    • Option B: The obligations of confidentiality under this Agreement shall survive termination for a period of [Number] years.
  • Return/Destruction of Materials:
    • Option A: Upon termination of this Agreement, or at the Disclosing Party’s request, the Receiving Party shall promptly return all Confidential Information to the Disclosing Party, including all copies thereof.
    • Option B: Upon termination of this Agreement, or at the Disclosing Party’s request, the Receiving Party shall promptly destroy all Confidential Information and provide written certification of such destruction to the Disclosing Party.

Exceptions to Confidentiality

• If the Receiving Party is required to disclose Confidential Information pursuant to a court order, subpoena, or other legal process, the Receiving Party shall:
  • Provide prompt written notice to the Disclosing Party of such requirement, so that the Disclosing Party may seek a protective order or other appropriate remedy.
  • Cooperate with the Disclosing Party in seeking such protective order or other remedy.
  • Disclose only such Confidential Information as is strictly required by the legal process.

Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved as follows:
  • Option A: Mediation: The parties shall first attempt to resolve the dispute through mediation in [City, State].
  • Option B: Arbitration: Any unresolved dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City, State]. The arbitrator's decision shall be final and binding.
  • Option C: Litigation: The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [County], Idaho for any legal action or proceeding arising out of or relating to this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles. This includes adhering to Idaho public policy regarding restraints of trade, ensuring any restrictions are reasonable in time and scope, and are not overly broad or oppressive.

No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right to use the Confidential Information, except as expressly provided herein.

No Relationship

Nothing in this Agreement shall be construed as creating any joint venture, partnership, employment, or other business relationship between the parties.

Assignment

• Option A: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.
• Option B: This Agreement may be assigned by the Disclosing Party to a successor in interest.

Amendment

This Agreement may be amended only by a written instrument signed by both parties.

Notice

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 in Section 1.

Counterparts/Electronic Signatures

• Option A: 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.
• Option B: Electronic signatures shall be acceptable and binding.
• Option C: This Agreement requires wet ink signatures.

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.

Severability

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

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Enforceability

The parties agree that this Agreement is reasonable and necessary to protect the legitimate business interests of the Disclosing Party.

Indemnification

• Option A: The Receiving Party shall indemnify and hold harmless the Disclosing Party from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to the Receiving Party’s breach of this Agreement.
• Option B: No indemnification is provided under this agreement.

Non-Solicitation (Optional)

• Option A: During the term of this Agreement and for a period of [Number] years thereafter, the Receiving Party shall not, directly or indirectly, solicit or attempt to solicit for employment any employee of the Disclosing Party.
• Option B: No Non-Solicitation is provided under this agreement.

Non-Circumvention (Optional)

• Option A: The Receiving Party agrees not to circumvent the Disclosing Party in dealings with [Specific Third Party/Entities].
• Option B: No Non-Circumvention is provided under this agreement.

Idaho Specific Considerations

The parties acknowledge that this Agreement complies with Idaho law regarding enforceability of restrictive covenants. The time and geographic scope are considered reasonable and the restrictions are not overly broad or oppressive. The parties acknowledge that "inevitable disclosure" doctrines are not generally recognized in Idaho.

Whistleblowing/Government Reporting

Nothing in this Agreement prevents the Receiving Party from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, or the Occupational Safety and Health Administration, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Receiving Party does not need prior authorization from the Disclosing Party to make any such report or disclosure and the Receiving Party is not required to notify the Disclosing Party that they have made such a report or disclosure.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Disclosing Party:

Signature: ____________________________

Printed Name: [Name]

Title: [Title]

Receiving Party:

Signature: ____________________________

Printed Name: [Name]

Title: [Title]