Illinois nda template

Illinois Non-Disclosure Agreement

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

• [Disclosing Party Name], a [Entity Type, e.g., corporation, LLC, individual] with its principal place of business at [Disclosing Party Address] ("Disclosing Party"),

and

• [Receiving Party Name], a [Entity Type, e.g., corporation, LLC, individual] with its principal place of business at [Receiving Party Address] ("Receiving Party").

1. Definition of Confidential Information

• Confidential Information shall mean any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, or in writing, electronic, or 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.
• Option A: Confidential Information includes, but is not limited to: [List of specific categories of information, e.g., business plans, customer lists, financial data, technical specifications, source code].
• Option B: Confidential Information includes all information related to the Disclosing Party’s [Specify subject area, e.g., new product development].
• Exclusions: Confidential Information does not include information that:
  • Is or becomes publicly available through no fault of the Receiving Party.
  • Was rightfully in the Receiving Party’s possession prior to 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 without any obligation of confidentiality.
• Illinois Trade Secrets Act: To the extent Confidential Information constitutes a "trade secret" as defined by the Illinois Trade Secrets Act, it shall be protected accordingly.

2. Obligations of Receiving Party

• Standard of Care: The Receiving Party shall protect the Confidential Information with:
  • Option A: 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.
  • Option B: Strict confidentiality measures.
• Non-Disclosure and Non-Use: The Receiving Party shall not disclose the Confidential Information to any third party and shall not use the Confidential Information for any purpose other than the Permitted Purpose (defined below).
• Security Measures: The Receiving Party shall implement and maintain appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including:
  • Option A: Data encryption.
  • Option B: Restricting access to authorized personnel.
  • Option C: Physical security measures.

3. Permitted Use and Purpose

• The Confidential Information may be used by the Receiving Party solely for the purpose of:
  • Option A: Evaluating a potential business relationship.
  • Option B: Negotiating a specific agreement.
  • Option C: Performing under a specific agreement, namely [Specify Agreement Name].
  • Option D: [Specific purpose].

4. Duration of Confidentiality

• The obligations of confidentiality under this Agreement shall continue for a period of:
  • Option A: Two (2) years from the date of disclosure.
  • Option B: Five (5) years from the date of disclosure.
  • Option C: Perpetually for trade secrets.
• Start Date: [Date]
• End Date (if applicable): [Date]
• Note: Illinois courts may require reasonableness in duration for enforceability.

5. Return or Destruction of Confidential Information

• Upon the termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall:
  • Option A: Return all Confidential Information to the Disclosing Party.
  • Option B: Destroy all Confidential Information and provide written certification of such destruction to the Disclosing Party.
  • Option C: Return some and destroy some, according to Disclosing Party instructions.

6. Representations and Warranties

• Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
• Each party represents and warrants that its execution and performance of this Agreement will not violate any other agreement to which it is a party.
• Illinois Freedom to Work Act: Nothing in this Agreement shall be construed to violate the Illinois Freedom to Work Act.

7. Non-Circumvention

• Option A: (Include) The Receiving Party agrees not to bypass the Disclosing Party to directly engage with its clients, customers, or affiliates for a period of [Number] years from the date of this Agreement.
• Option B: (Exclude) This agreement does not include a non-circumvention clause.

8. Legally Required Disclosures

• If the Receiving Party is required by law, regulation, or legal process to disclose any Confidential Information, the Receiving Party shall:
  • Notify the Disclosing Party promptly in writing prior to making such disclosure.
  • Cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

9. Remedies

• The Disclosing Party shall be entitled to:
  • Injunctive relief to prevent any actual or threatened breach of this Agreement.
  • Equitable remedies, including specific performance.
  • Monetary damages for any breach of this Agreement.
• Note: Illinois courts may limit such relief to ensure reasonableness and public policy compliance.

10. Choice of Law and Venue

• 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.
• Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in:
  • Option A: The state or federal courts located in [County Name], Illinois.
  • Option B: Mediation in Chicago, Illinois.
  • Option C: Arbitration in Chicago, Illinois.

11. Notices

• All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon:
  • Personal delivery.
  • Certified mail, return receipt requested.
  • Email transmission, with confirmation of receipt.
• Notices shall be sent to the following addresses:
  • To Disclosing Party: [Disclosing Party Notice Address], Email: [Disclosing Party Email]
  • To Receiving Party: [Receiving Party Notice Address], Email: [Receiving Party Email]

12. Assignment and Delegation

• Option A: This Agreement may not be assigned or delegated by either party without the prior written consent of the other party.
• Option B: This Agreement may be assigned to a successor in interest in the event of a merger, acquisition, or sale of all or substantially all of the assigning party’s assets.

13. 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.
• No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.

14. Miscellaneous

• 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 it is in writing and signed by the party waiving the provision.
• 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 shall be accepted.

15. Illinois Workplace Transparency Act Compliance

• This section applies only if the Receiving Party is an employee of the Disclosing Party.
• This agreement does not prevent the Receiving Party from reporting unlawful conduct such as harassment or discrimination as protected under the Illinois Workplace Transparency Act.
  • Option A: This Agreement does not include any restrictions on disclosing or discussing unlawful harassment or discrimination.
  • Option B: This Agreement does restrict disclosure of sexual harassment and related claims. (Note: Consult legal counsel regarding the enforceability of such restrictions under Illinois law.)

16. Contractors/Third Parties

• Option A: This NDA extends to cover affiliated companies, agents, or subcontractors of the Receiving Party.
• Option B: This NDA does not extend to cover affiliated companies, agents, or subcontractors of the Receiving Party.

17. Export Control and Regulatory Compliance

• Option A: The Receiving Party shall comply with all applicable export control laws and regulations.
• Option B: This agreement does not involve data subject to export control laws and regulations.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]