Iowa nda template

Iowa Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (the "Agreement") is made and effective as of [Date],

BETWEEN:

[Disclosing Party Name], a [Individual/Corporation] with its principal place of business at [Disclosing Party Address] ("Discloser"),

AND:

[Receiving Party Name], a [Individual/Corporation] with its principal place of business at [Receiving Party Address] ("Recipient").

Recitals

WHEREAS, Discloser possesses certain confidential and proprietary information; and

WHEREAS, Discloser desires to disclose such information to Recipient for the purpose of [Purpose of Disclosure, e.g., evaluating a potential business relationship, performing services] (the "Purpose"); and

WHEREAS, Recipient is willing to receive such information and agrees to protect its confidentiality.

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

1. Definition of Confidential Information

"Confidential Information" means any information disclosed by Discloser to Recipient, directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

• Option A: Broad Definition. Includes, but is not limited to, technical data, trade secrets, know-how, business plans, marketing strategies, financial information, customer lists, and pricing information.
• Option B: Narrow Definition. Limited to [Specific types of information deemed confidential].

Exclusions: Confidential Information shall not include information that:

• is or becomes publicly available without breach of this Agreement;
• was known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's written records;
• is independently developed by Recipient without use of or reference to the Discloser's Confidential Information, as evidenced by Recipient's written records; or
• is lawfully obtained by Recipient from a third party without restriction on disclosure.

2. Recipient's Obligations

Recipient agrees to:

• maintain the confidentiality of the Confidential Information;
• not disclose the Confidential Information to any third party without the prior written consent of Discloser; and
• use the Confidential Information solely for the Purpose.

Standard of Care:

• Option A: Use the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than a reasonable degree of care.
• Option B: Use the highest degree of care to protect the Confidential Information.

Internal Disclosure:

• Option A: Limit disclosure of the Confidential Information to its employees, agents, and contractors who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained herein.
• Option B: No internal disclosure without Discloser's written consent.

3. Exceptions to Confidentiality

Recipient may disclose Confidential Information if required to do so by law, regulation, or court order, provided that Recipient:

• Option A: Provides Discloser with prompt written notice of such requirement prior to disclosure to allow Discloser to seek a protective order or other appropriate remedy.
• Option B: No notice requirement.

If a protective order or other remedy is not obtained, Recipient shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use reasonable efforts to ensure that confidential treatment will be accorded to the disclosed Confidential Information.

4. Term

This Agreement shall commence on the Effective Date and shall continue for:

• Option A: A period of [Number] years.
• Option B: The duration of the contract between Discloser and Recipient concerning [Subject of Contract].
• Option C: Perpetually, with respect to trade secrets under Iowa's Uniform Trade Secrets Act, and for [Number] years with respect to other Confidential Information.

The obligations of confidentiality under this Agreement shall survive the termination of this Agreement.

5. Return or Destruction of Confidential Information

Upon Discloser's written request, Recipient shall:

• Option A: Promptly return to Discloser all tangible embodiments of the Confidential Information, including all copies and extracts thereof.
• Option B: Promptly destroy all tangible embodiments of the Confidential Information, including all copies and extracts thereof, and certify such destruction in writing to Discloser.
• Option C: Retain Confidential Information according to its internal policies and procedures, which comply with all applicable laws and regulations.

6. Permitted Disclosures

Recipient may disclose Confidential Information to:

• its employees who have a need to know for the Purpose and are bound by confidentiality obligations;
• Option A: its affiliates who have a need to know for the Purpose and are bound by confidentiality obligations.
• Option B: its professional advisors (e.g., attorneys, accountants) who have a need to know for the Purpose and are bound by confidentiality obligations.

7. Ownership

Discloser shall retain all ownership rights, title, and interest in and to the Confidential Information.

• Option A: Remove Ownership Statement (if licensing terms are discussed separately)

8. No License

No license or conveyance of any intellectual property rights is granted or implied under this Agreement.

• Option A: Exception: A limited license to [Specific intellectual property right] is granted to Recipient solely for the Purpose.

9. Remedies

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate.

Discloser shall be entitled to:

• injunctive relief to restrain any breach or threatened breach of this Agreement; and
• either:
• Option A: Actual damages, including reasonable attorneys' fees and costs.
• Option B: Liquidated damages in the amount of [Dollar Amount] per breach.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of law 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], Iowa.
• Option B: The Iowa District Court for [County Name] County, Iowa.

11. Dispute Resolution

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

• Option A: Negotiation between the parties.
• Option B: Mediation administered by [Mediation Organization].
• Option C: Binding arbitration in accordance with the rules of the American Arbitration Association.
• Option D: Litigation in the courts specified in Section 10.

12. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service to the parties at the addresses set forth above.

• Discloser Notice Contact: [Discloser Notice Contact Name], [Discloser Notice Contact Email]
• Recipient Notice Contact: [Recipient Notice Contact Name], [Recipient Notice Contact Email]

13. Termination

This Agreement may be terminated:

• By either party upon written notice to the other party if the other party materially breaches this Agreement.
• Automatically upon the expiration of the Term specified in Section 4.

Upon termination, the obligations of confidentiality under this Agreement shall survive as specified in Section 4.

14. Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement.

• Option A: Remove Representations and Warranties

15. Assignability

This Agreement:

• Option A: May not be assigned by either party without the prior written consent of the other party.
• Option B: Shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

16. Entire Agreement, Amendment, and Waiver

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.

This Agreement may be amended only by a writing signed by both parties.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

17. Special Iowa Considerations

Scope: The parties agree that the scope of this Agreement is reasonable and necessary to protect Discloser's legitimate business interests.

Trade Secrets: The parties acknowledge the protections afforded to trade secrets under Iowa's Uniform Trade Secrets Act. This Agreement is intended to protect both trade secrets and other confidential business information.

Whistleblower Protections: Nothing in this Agreement shall be construed to prevent Recipient from reporting potential violations of law to government authorities, consistent with applicable whistleblower protection laws.

18. Additional Clauses

Attorney’s Fees: Option A: In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

Jury Trial Waiver: Option A: The parties hereby waive their right to a jury trial in any action arising out of or relating to this Agreement.

Equitable Remedies: Option A: The parties agree that equitable remedies, including specific performance, are appropriate in the event of a breach or threatened breach of this Agreement.

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.

Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, or governmental regulations.

Successors and Assigns: Option A: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Disclosing Party Name]

By: [Discloser Signature]

Name: [Discloser Printed Name]

Title: [Discloser Title]

[Receiving Party Name]

By: [Recipient Signature]

Name: [Recipient Printed Name]

Title: [Recipient Title]