Illinois partnership nda template

Illinois Partnership Non-Disclosure Agreement

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

• [Partner A Name], residing at [Partner A Address], and/or a business entity of type [Partner A Business Type] with its registered Illinois address at [Partner A Illinois Address] ("Disclosing Party");
• and
• [Partner B Name], residing at [Partner B Address], and/or a business entity of type [Partner B Business Type] with its registered Illinois address at [Partner B Illinois Address] ("Receiving Party").

Together, the Disclosing Party and the Receiving Party are referred to as the "Parties."

1. Definition of Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, that relates to the Disclosing Party’s business, including, but not limited to: business plans, proprietary technology, partnership financials, internal governance documents, member and partner lists, trade secrets as defined under the Illinois Trade Secrets Act (765 ILCS 1065/1 et seq.), client and vendor information, negotiation records, intellectual property in development, and communications of any kind.
• Option B: "Confidential Information" means specific information pertaining to [Specific Project Name], including all data, documents, ideas, and concepts created or shared during the partnership’s collaboration on [Specific Project Description].

2. Exclusions from Confidential Information

• Option A: The obligations under this Agreement shall not apply to information that:
  • is or becomes generally available to the public other than as a result of disclosure by the Receiving Party in breach of this Agreement;
  • was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s contemporaneous records;
  • is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
  • is lawfully received by the Receiving Party from a third party without restriction on disclosure; or
  • is required to be disclosed by law, regulation, subpoena, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure to allow the Disclosing Party to seek a protective order or other appropriate remedy.
• Option B: Only information explicitly marked as "Confidential" by the Disclosing Party shall be considered Confidential Information under this agreement.

3. Permitted Use of Confidential Information

• Option A: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and engaging in discussions concerning a potential partnership between the Parties ("Permitted Purpose"). The Receiving Party shall not use the Confidential Information for any other purpose, or for its own benefit or the benefit of any third party, without the prior written consent of the Disclosing Party.
• Option B: The Receiving Party may disclose Confidential Information to its employees, agents, or consultants who have a need to know such information for the Permitted Purpose, provided that such individuals are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

4. Safeguarding Confidential Information

• Option A: The Receiving Party shall protect the Confidential Information from unauthorized disclosure using the same degree of care, but no less than a reasonable degree of care, as it uses to protect its own confidential information of a similar nature. This includes, but is not limited to, implementing reasonable security measures, such as password protection, physical access controls, and limiting access to Confidential Information to those individuals with a need to know.
• Option B: The Receiving Party agrees to comply with all applicable provisions of the Illinois Biometric Information Privacy Act (BIPA), 740 ILCS 14/1 et seq., in connection with any biometric data included within the Confidential Information.

5. Notice of Unauthorized Disclosure

• Option A: The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any unauthorized access, disclosure, loss, or breach of the Confidential Information. Such notification shall be made in writing and shall include a detailed description of the incident, the nature and extent of the Confidential Information involved, and the steps taken by the Receiving Party to mitigate the harm caused by the incident.
• Option B: In the event of a security breach, the Receiving Party will adhere to all notification requirements under Illinois law, including any applicable timelines.

6. Duration of Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years from the date of termination of the partnership.
• Option B: With respect to Confidential Information that constitutes a trade secret under the Illinois Trade Secrets Act, the obligations of confidentiality shall continue for as long as such information qualifies as a trade secret under applicable law.

7. Return or Destruction of Confidential Information

• Option A: Upon the termination of the partnership or upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including all copies, extracts, and summaries thereof, or, at the Disclosing Party’s option, destroy such materials and provide the Disclosing Party with written certification of such destruction.
• Option B: The Receiving Party’s IT department will certify that all electronic copies of Confidential Information have been securely deleted from all systems, including backups.

8. Remedies for Breach

• Option A: 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 seek injunctive relief in the Illinois circuit courts to prevent or restrain any such breach, in addition to any other remedies available at law or in equity.
• Option B: In the event of a breach of this Agreement by the Receiving Party, the Receiving Party shall be liable to the Disclosing Party for all damages, including compensatory and consequential damages, resulting from such breach, and reasonable attorneys’ fees. Liquidated damages shall not be applicable to the agreement.

9. Indemnification

• Option A: The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Agreement by the Receiving Party or its employees, agents, or consultants.
• Option B: The Receiving Party’s indemnification obligation extends to all damages and liability arising from any violations of the Illinois Biometric Information Privacy Act (BIPA) related to the Receiving Party's handling of Confidential Information.

10. No License/Implied Rights

• Option A: Nothing in this Agreement shall be construed as granting to the Receiving Party any license or other right, title, or interest in or to the Confidential Information or any intellectual property rights of the Disclosing Party.
• Option B: The Receiving Party acknowledges that it has no right to use the Confidential Information for any purpose other than the Permitted Purpose and that all rights in and to the Confidential Information remain exclusively with the Disclosing Party.

11. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the Parties. If the Parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City], Illinois. If mediation is unsuccessful, either Party may initiate litigation in the state or federal courts located in [County], Illinois.
• Option B: Any dispute arising out of or related to this agreement will be settled by binding arbitration in Chicago, Illinois, in accordance with the rules of the American Arbitration Association.

12. Governing Law

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles. The Illinois Uniform Partnership Act and the Illinois Trade Secrets Act shall specifically apply.
• Option B: The parties agree that any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in [County], Illinois, and the Parties hereby irrevocably consent to the jurisdiction of such courts.

13. Amendments and Waivers

• Option A: Any amendment or waiver of any provision of this Agreement must be in writing and signed by both Parties.
• Option B: No waiver of any breach of this Agreement shall be deemed a waiver of any other breach.

14. Severability

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
• Option B: The parties will in good faith attempt to agree upon a valid and enforceable substitute provision that achieves as nearly as possible the original intention of the parties.

15. Assignment

• Option A: Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent may be withheld in its sole discretion.
• Option B: This agreement shall be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.

16. Entire Agreement

• Option A: 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.
• Option B: There are no promises, representations, or inducements made by either party, except as expressly set forth in this Agreement.

17. Employee and Third-Party Disclosures

• Option A: The Receiving Party shall ensure that its employees, agents, and consultants who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Option B: The Receiving Party must execute NDAs with all agents, contractors, or representatives prior to sharing Confidential Information.

18. Industry-Specific Regulations

• Option A: The Parties agree to comply with all applicable federal and Illinois state laws and regulations, including, but not limited to, the Illinois Personal Information Protection Act (PIPA) and any applicable industry-specific regulations, such as HIPAA.
• Option B: If the partnership involves regulated professions, both parties must provide proof of compliance with relevant Illinois licensing and confidentiality rules.

19. Partnership Context

• Option A: This Agreement is specifically tailored for partnership relationships and shall not be construed as an employment agreement, independent contractor agreement, or agreement for corporate M&A. It reflects the collaborative, co-managed, and jointly liable nature of the partnership.
• Option B: The specific disclosure protocols, responsibility-sharing, and exit provisions under this NDA are reflective of Illinois partnership practices.

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

[Partner A Name/Entity Name]

By: [Partner A Signature]

Name: [Partner A Printed Name]

Title: [Partner A Title]

[Partner B Name/Entity Name]

By: [Partner B Signature]

Name: [Partner B Printed Name]

Title: [Partner B Title]