Iowa mutual nda template

Iowa Mutual Non-Disclosure Agreement

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

[Disclosing Party Name], a [Business Structure, e.g., Iowa Corporation], with its principal place of business at [Address], and email address [Email Address] (hereinafter referred to as "Disclosing Party");

and

[Receiving Party Name], a [Business Structure, e.g., Iowa LLC], with its principal place of business at [Address], and email address [Email Address] (hereinafter referred to as "Receiving Party").

WHEREAS, Disclosing Party and Receiving Party desire to engage in discussions regarding a potential [Brief Description of Business Relationship, e.g., joint project, business opportunity] (the "Purpose"); and

WHEREAS, in connection with the Purpose, each party may disclose to the other certain Confidential Information (as defined below);

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

1. Mutuality

Both Disclosing Party and Receiving Party acknowledge that this is a mutual Non-Disclosure Agreement and that both parties anticipate disclosing Confidential Information to each other in connection with the Purpose.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by either party (the "Discloser") to the other party (the "Recipient"), whether orally, in writing, electronically, visually, or in any 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.

This includes, but is not limited to:

• Technical data, formulas, product designs, manufacturing processes
• Business plans, financial records, sales projections, client data, supplier lists
• Pricing strategies, marketing materials, operational notes, contract terms
• Employee and contractor information, service details
• Information disclosed in oral, written, electronic, visual, sample, or other forms.

3. Exclusions from Confidential Information

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

• Is already known to the Receiving Party without an obligation of confidentiality prior to its disclosure by the Disclosing Party.
• Is or becomes publicly available through no wrongful act or breach of this Agreement by the Receiving Party.
• Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.
• Is required to be disclosed by law, regulation, subpoena, or court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement, to the extent legally permissible, to allow the Disclosing Party to seek a protective order or other appropriate remedy.

4. Use of Confidential Information

The Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose. The Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to:

• Competing with the Disclosing Party.
• Personal utility.
• Disclosure to external parties, except as expressly permitted by this Agreement.
• Reverse engineering or attempting to discover the underlying code, structure, or ideas of any Confidential Information.

5. Obligations of Confidentiality

Each party agrees to protect the other party’s Confidential Information with at least 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. This includes, but is not limited to:

• Storing Confidential Information securely, whether physically or digitally.
• Restricting access to Confidential Information to those employees, contractors, and agents who have a need to know such information for the Purpose and who are bound by confidentiality obligations substantially similar to those contained herein.
• Implementing and maintaining appropriate technical and organizational measures to protect Confidential Information from unauthorized access, use, or disclosure, including but not limited to password protection, encryption, and security audits.
• Monitoring disclosures of Confidential Information.
• Providing regular employee training on data protection and confidentiality.

6. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorized disclosure, loss, or security breach of the Disclosing Party's Confidential Information, and shall fully cooperate with the Disclosing Party in any investigation or mitigation efforts.

7. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years (the “Term”). Either party may terminate this Agreement upon [Number] days written notice to the other party. The obligations of confidentiality under this Agreement shall survive termination of this Agreement for a period of:

• Option A: [Number] years.
• Option B: Indefinitely for information that constitutes a trade secret under the Iowa Uniform Trade Secrets Act (Iowa Code Chapter 550).

8. Return or Destruction of Confidential Information

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

9. Third-Party Confidential Information

In the event that either party discloses to the other confidential information of a third party, the disclosing party represents and warrants that it has the right to disclose such information and that such disclosure will not violate any agreement or obligation to which the disclosing party is bound.

10. Iowa Law and Specific Requirements

This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of laws principles. It is the intent of the parties that this agreement comply with the Iowa Uniform Trade Secrets Act (Iowa Code Chapter 550). The term "reasonable efforts" as used herein shall be construed in accordance with Iowa law. Nothing in this Agreement shall be construed as creating an unlawful restraint of trade or employment under Iowa law. This Agreement does not restrict whistleblower rights, violate public policy, or prevent reporting illegal activity to authorities.

11. Remedies

The parties agree that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

12. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Option A: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Option B: If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Iowa].
• Option C: Any dispute that cannot be resolved through negotiation or mediation shall be submitted to binding arbitration in [City, Iowa], in accordance with the rules of the American Arbitration Association.
  • Iowa law shall govern the interpretation and enforcement of this Agreement, and the courts of Iowa shall have exclusive jurisdiction over any legal proceedings arising out of or relating to this Agreement.

13. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
• 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.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• 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 above.

14. Data Protection

Each party shall comply with all applicable federal and Iowa data privacy laws, including, if applicable, Iowa’s Personal Information Security Breach Notification law, Iowa Code § 715C. If sensitive personal information is exchanged, the parties shall implement and maintain reasonable security measures to protect such information from unauthorized access, use, or disclosure, and shall promptly notify the other party of any security breach involving such information.

15. Employee and Contractor Obligations

Each party shall ensure that its employees, contractors, and affiliates who receive Confidential Information are bound by written confidentiality obligations substantially similar to those contained herein and that such arrangements are enforceable under Iowa law.

16. Representations and Warranties

Each party represents and warrants to the other that it has the right to disclose the Confidential Information that it discloses hereunder and that such information is not subject to any other undisclosed confidentiality restrictions.

17. Non-Exclusivity

This Agreement is non-exclusive and does not obligate either party to disclose any specific information to the other. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the parties.

18. 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.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

[Receiving Party Name]

By: [Name]

Title: [Title]