Idaho partnership nda template

Idaho Partnership Non-Disclosure Agreement

This Idaho Partnership Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this [Date], by and among:

[Partner 1 Legal Name], residing at [Partner 1 Address], with phone number [Partner 1 Phone Number] and email address [Partner 1 Email] (hereinafter referred to as "[Partner 1 Short Name]") as an [Existing Partner, Incoming Partner, Prospective Partner, Authorized Representative]; and

[Partner 2 Legal Name], residing at [Partner 2 Address], with phone number [Partner 2 Phone Number] and email address [Partner 2 Email] (hereinafter referred to as "[Partner 2 Short Name]") as an [Existing Partner, Incoming Partner, Prospective Partner, Authorized Representative]; and

[Partner 3 Legal Name], residing at [Partner 3 Address], with phone number [Partner 3 Phone Number] and email address [Partner 3 Email] (hereinafter referred to as "[Partner 3 Short Name]") as an [Existing Partner, Incoming Partner, Prospective Partner, Authorized Representative];

(Each, a “Partner” and collectively, the “Partners”).

1.

Confidential Information

• Definition: "Confidential Information" means any and all information, whether oral, written, electronic, or other form, disclosed by or on behalf of the Partnership (the "Disclosing Party") to any Partner (the "Receiving Party") that relates to the Partnership, including but not limited to:

  • Partnership business plans
  • Internal operating procedures
  • Financial statements
  • Profit and loss data
  • Partnership agreements and amendments
  • Partner contribution details
  • Internal communications (written and electronic)
  • Client and vendor information
  • Marketing strategies
  • Proprietary partnership intellectual property
  • Negotiation materials
  • Investment and loan records
  • Internal dispute matters
  • Tax and regulatory filings pertinent to Idaho
  • Any confidential third-party information shared within the partnership context.

• Options:

  • Option A: Confidential Information also includes information derived from Confidential Information.
  • Option B: Confidential Information specifically excludes the identities of individual clients of the partnership.

2.

Exclusions from Confidentiality

• General Exclusions: The obligations under this Agreement shall not apply to information that:

  • Is or becomes available to the public through lawful means.
  • Was in the Receiving Party's possession prior to disclosure by the Disclosing Party and not otherwise subject to confidentiality restrictions.
  • Is lawfully received from a non-partner third party without any breach of duty.
  • Is required to be disclosed by Idaho law, judicial order, or governmental regulation.

• Idaho Legal Requirement:

  • In the event a Partner is required to disclose Confidential Information pursuant to Idaho law, judicial order, or governmental regulation, such Partner shall provide prompt notice to the other Partners, where legally permitted, to allow the other Partners to seek a protective order or other appropriate remedy.

3.

Permitted Use

• Purpose of Use: The Receiving Party may access and utilize the Confidential Information solely for the purpose of furthering the Partnership's business and internal operations or for specific collaborative projects as stated in the Partnership Agreement.

• Limitations:

  • Option A: Confidential Information shall not be used for any personal benefit, outside business interests, self-dealing, or unauthorized third-party purposes.
  • Option B: Use is limited to [Specific Project Name/Description].

4.

Duties of Partners

• Protection of Confidential Information: Each Partner shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

• Safeguards:

  • Option A: Implement physical, technical, and administrative safeguards consistent with Idaho data privacy norms, including password protection or encryption for digital files.
  • Option B: Restrict access to Confidential Information to only those with a direct partnership need-to-know basis.

• Prohibition of Unauthorized Acts: Each Partner is prohibited from unauthorized copying, transmission, or sharing of Confidential Information.

5.

Confidentiality Obligation Period

• Duration: The obligations of confidentiality under this Agreement shall extend for a period of [Number] years post-termination of the partnership or until the information becomes public through no fault of the Receiving Party, whichever is later.

• Idaho Trade Secrets:

  • Notwithstanding the above, with respect to any Confidential Information that constitutes a "trade secret" under the Idaho Uniform Trade Secrets Act, Idaho Code § 48-801 et seq., the obligations of confidentiality shall continue in perpetuity, or for as long as the information remains a trade secret under Idaho law.

6.

Return or Destruction of Confidential Information

• Upon Termination: Upon withdrawal, expulsion, or resignation of a Partner, or upon demand by the Partnership, the Partner shall immediately return or certify the destruction of all physical and electronic Confidential Materials.

• Purging of Information: The departing Partner shall purge such information from all personal devices and backup systems.

7.

Reporting Breaches

• Duty to Report: Each Partner shall promptly report any unauthorized use, disclosure, loss, or breach of Confidential Information.

• Cooperation: Each Partner shall cooperate fully in investigating and mitigating the effects of any such breach.

• Records: Each Partner shall provide complete records of access and incident handling for the Partnership’s review.

8.

Remedies for Breach

• Available Remedies: In the event of a breach of this Agreement, the Partnership shall be entitled to:

  • Actual damages.
  • Liquidated damages in the amount of [Dollar Amount] (if applicable and reasonably estimable).
  • Recovery of attorneys’ fees and costs.
  • Equitable/injunctive relief to prevent threatened or ongoing breaches, as permitted under Idaho law.
  • Possible expulsion of the Partner from the Partnership per Idaho Code Title 53 procedures.

• Idaho Equitable Remedies: The Partnership shall have the right to seek specific performance or injunctive relief in Idaho courts to enforce the terms of this Agreement.

9.

Governing Law and Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho.

• Venue: Any dispute arising out of or relating to this Agreement shall be resolved in [County Name] County, Idaho, or in the Idaho state courts located therein.

• Dispute Resolution Process:

  • Option A: The Partners shall first attempt to resolve any dispute through good faith negotiation. If negotiation fails, the Partners agree to submit the dispute to mediation/arbitration per the Partnership Agreement or the Idaho Uniform Arbitration Act (Idaho Code § 7-901 et seq.).
  • Option B: All disputes arising under this agreement will be resolved exclusively through binding arbitration in Boise, Idaho, administered by the American Arbitration Association.

10.

Special Idaho Partnership Law Disclosures

• Consent for Sharing: Partners acknowledge that sharing Confidential Information with potential investors, lenders, or governmental regulators may require consents as per Idaho partnership law.

• Self-Dealing Restrictions: Partners are bound by restrictions on self-dealing and conflicts of interest under Idaho partnership law (Idaho Code Title 53).

• Data Privacy Compliance: The Partnership complies with applicable Idaho and federal data privacy and security obligations relevant to the Partnership’s industry (e.g., health, financial, or agricultural sectors).

11.

Miscellaneous Provisions

• Amendment: This Agreement may be amended only by written agreement of all Partners.

• Assignment: This Agreement may not be assigned by any Partner without the written consent of all other Partners.

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

• Integration/Entire Agreement: This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

• Periodic Review: This NDA will be reviewed and updated periodically to address changes in Idaho law or Partnership circumstances.

12.

Applicability to Partnership Participants

• Scope: The terms of this NDA apply equally to all categories of partnership participants, including full partners, limited partners, junior or non-equity partners, as well as agents, employees, or third-party service providers who have access to confidential partnership information.

• Flow-Down: Obligations are required to be flowed-down by written agreement.

13.

Partnership-Specific Practical Considerations

• Recordkeeping Policies: Internal recordkeeping policies dictate duration and storage location of confidential documents.

• Oral Disclosure: Requirements for oral disclosure to be confirmed in writing within [number] days.

• Partner Training: Partner training or notice procedures concerning updates to confidentiality obligations will be provided [frequency, e.g., annually].

14.

Signatures

• Execution: All signatures must be individually executed and, if relevant, notarized to confirm authenticity under Idaho legal standards.

• Delivery: Agreement is effective upon delivery of executed copies, whether physical or electronic.

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

____________________________

[Partner 1 Legal Name]

____________________________

[Partner 2 Legal Name]

____________________________

[Partner 3 Legal Name]