Illinois mutual nda template

Illinois Mutual Non-Disclosure Agreement

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

[Party A Legal Name], with a principal place of business at [Party A Address], represented by [Party A Authorized Signatory Name], [Party A Authorized Signatory Title] (“Party A”);

and

[Party B Legal Name], with a principal place of business at [Party B Address], represented by [Party B Authorized Signatory Name], [Party B Authorized Signatory Title] (“Party B”).

Recitals

WHEREAS, Party A and Party B desire to engage in discussions and negotiations regarding [Description of Purpose, e.g., a potential joint venture, a business transaction, an employment relationship] (the “Purpose”); and

WHEREAS, in connection with the Purpose, each party may disclose to the other certain confidential and proprietary information that it desires to protect from unauthorized use and disclosure.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

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 disclosed orally, in writing, electronically, visually, or in any other tangible or intangible 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. Confidential Information includes, but is not limited to:

• Business plans
• Financial records
• Pricing strategies
• Marketing data
• Trade secrets
• Intellectual property
• Customer lists
• Supplier details
• Proprietary technology
• Software source code
• Technical documents
• R&D results
• Business processes
• Inventions (whether patentable or not)
• Product designs
• Employee or contractor data (in compliance with Illinois privacy expectations)

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes publicly available without breach of this Agreement by the Receiving Party.
• Was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.
• Is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure.
• Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records.
• Is required to be disclosed pursuant to applicable Illinois or federal law, court order, or governmental regulation, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

3. Use and Non-Disclosure Obligations

The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely for the Purpose described in the Recitals.

The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent.

Option A: The Receiving Party may disclose Confidential Information to its employees, contractors, and consultants who have a need to know the information for the Purpose and who are bound by written confidentiality agreements with obligations of confidentiality at least as restrictive as those contained herein.
Option B: The Receiving Party may disclose Confidential Information only to those employees with a direct need to know the information for the Purpose and who have been specifically informed of their obligations under this Agreement.

4. Security Measures

The Receiving Party shall implement and maintain reasonable security measures, consistent with Illinois commercial standards and local business practices, to protect the Disclosing Party’s Confidential Information from unauthorized access, use, distribution, or duplication. Such measures shall include, but are not limited to, physical, electronic, and managerial controls.

5. Employee, Contractor, and Affiliate Compliance

The Receiving Party shall ensure that its employees, contractors, and affiliates comply with the terms of this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its employees, contractors, or affiliates.

Option A: The Receiving Party shall provide training to its employees and contractors regarding the confidentiality obligations under this Agreement and applicable Illinois law, including the Illinois Trade Secrets Act.
Option B: The Receiving Party shall obtain written acknowledgments from its employees and contractors confirming their understanding of and agreement to be bound by the terms of this Agreement.

The Receiving Party shall not reverse engineer, disassemble, or attempt to derive the source code or trade secret information from any of the Disclosing Party's Confidential Information.

6. Notice of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure, data breach, loss, or legal compulsion to disclose the Disclosing Party’s Confidential Information. The Receiving Party shall fully cooperate with the Disclosing Party in any remedial, corrective, or mitigation efforts, as required by Illinois law.

7. Return or Destruction of Confidential Information

Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all originals and copies of the Disclosing Party’s Confidential Information in its possession or control, or, at the Disclosing Party’s option, shall destroy all such Confidential Information.

The Receiving Party shall certify in writing to the Disclosing Party that it has complied with the return or destruction requirements of this Section.

8. Term

The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of termination or expiration of this Agreement, except with respect to Confidential Information that constitutes a trade secret under Illinois law, in which case the obligations shall continue for as long as the information qualifies as a trade secret under applicable law.

9. Non-Transferability and Assignment

This Agreement is non-transferable and may not be assigned by either party without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor entity agrees in writing to be bound by the terms of this Agreement.

In the event of a merger, acquisition, or sale, the assigning party shall provide written notice to the other party.

10. Remedies for Breach

The parties agree that a breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

In the event of a breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

Option A: The parties agree that liquidated damages in the amount of [Dollar Amount] would be a reasonable estimate of the damages likely to be incurred by the Disclosing Party as a result of a breach of this Agreement.
Option B: The parties agree that no liquidated damages shall apply.

11. Miscellaneous

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

No License: Nothing in this Agreement shall be construed as granting the Receiving Party any license or right to use the Disclosing Party’s Confidential Information or intellectual property. All such rights are expressly reserved by the Disclosing Party.

Integration Clause: 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.

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

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. If any provision is held invalid, but could be valid if some part were deleted or modified, the provision shall apply with the minimum modification necessary to make it valid.

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. 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], Illinois, and the parties hereby consent to the personal jurisdiction of such courts.

Dispute Resolution:

Option A: The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
Option B: If negotiation fails, the parties agree to submit the dispute to mediation in [City, Illinois], using a mediator certified by the State of Illinois.
Option C: Any dispute that cannot be resolved through negotiation or mediation shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.

Independent Counsel: Each party acknowledges that it has had the opportunity to consult with legal counsel regarding the terms of this Agreement and has entered into this Agreement voluntarily.

Compliance with Laws: Each party shall comply with all applicable Illinois and federal laws, rules, and regulations in connection with its performance under this Agreement, including but not limited to data privacy and protection statutes, export controls, and the Illinois Trade Secrets Act.

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.

Electronic Signatures: This Agreement may be executed by electronic signature, which shall be considered an original signature for all purposes under the Illinois Electronic Commerce Security Act.

Addenda/Schedules:

Option A: This Agreement includes the following addenda and schedules, which are incorporated herein by reference: [List of Addenda/Schedules].
Option B: There are no addenda or schedules to this agreement.

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

[Party A Legal Name]

By: [Party A Authorized Signatory Name]

Title: [Party A Authorized Signatory Title]

Date: [Date]

[Party B Legal Name]

By: [Party B Authorized Signatory Name]

Title: [Party B Authorized Signatory Title]

Date: [Date]