Iowa partnership nda template

Iowa Partnership Non-Disclosure Agreement

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

[Partner 1 Full Legal Name], a [Business Entity Type, e.g., General Partnership, Limited Partnership, LLP] with its principal place of business at [Partner 1 Principal Business Address], and

[Partner 2 Full Legal Name], a [Business Entity Type, e.g., General Partnership, Limited Partnership, LLP] with its principal place of business at [Partner 2 Principal Business Address], and

(Optional) [Partner 3 Full Legal Name], a [Business Entity Type, e.g., General Partnership, Limited Partnership, LLP] with its principal place of business at [Partner 3 Principal Business Address].

(Each, a "Partner," and collectively, the "Partners").

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by one Partner (the "Disclosing Partner") to another Partner (the "Receiving Partner") that relates to the Disclosing Partner's business, or the business of the Partnership, and that is not generally known to the public. This includes, but is not limited to:

Business plans

Trade secrets as defined by Iowa Code Chapter 550

Financial data

Unreleased products

Client and vendor lists

Proprietary Partnership processes

Case strategies

Designs

Marketing data

Operational documentation

Strategic negotiations

Relevant employee and contract information

Any other data mutually designated as confidential

Option A: Information disclosed in writing is considered Confidential Information if clearly marked as "Confidential."

Option B: Information disclosed orally is considered Confidential Information if identified as confidential at the time of disclosure and confirmed in writing within [Number] days thereafter.

2. Exceptions to Confidentiality

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

Is or becomes publicly available through no fault of the Receiving Partner.

Is lawfully known to the Receiving Partner prior to its disclosure by the Disclosing Partner.

Is independently developed by the Receiving Partner without use of any Confidential Information.

Is lawfully disclosed to the Receiving Partner by a third party who has the right to disclose it.

Is required to be disclosed by law, regulation, court order, or subpoena.

Option A: If a Partner is required to disclose Confidential Information pursuant to legal process, that Partner shall provide the other Partners with prompt written notice prior to disclosure, to allow the other Partners to seek a protective order or other appropriate remedy.

Option B: The disclosing Partner will reasonably cooperate with the other partners in seeking a protective order.

3. Permitted Use

The Receiving Partner shall use the Confidential Information solely for the purpose of evaluating and engaging in the Partnership’s business, and for ongoing collaboration activities within the Partnership.

Option A: The Receiving Partner shall not use the Confidential Information for any personal benefit, competitive purpose, or for the benefit of any third party without the prior written consent of the Disclosing Partner.

Option B: The Receiving Partner is expressly prohibited from transferring, selling, or otherwise disclosing the Confidential Information to any third party without explicit written consent.

4. Standard of Care

The Receiving Partner shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than commercially reasonable care.

Option A: Such measures shall include, but are not limited to, maintaining accurate records of the Confidential Information, restricting access to authorized personnel only, using password-protected files, and storing Confidential Information in a secure location.

Option B: Specific industry-standard measures will be implemented, including [Specify Industry Standards, e.g., encryption, firewalls, secure document destruction protocols].

5. Employees, Contractors, and Advisors

The Receiving Partner shall ensure that its employees, contractors, advisors, and affiliates who have access to the Confidential Information are bound by obligations of confidentiality at least as protective as those contained in this Agreement.

Option A: The Receiving Partner shall require such individuals to execute written agreements or undertakings to maintain the confidentiality of the Confidential Information.

Option B: The receiving partner is solely responsible for all compliance of those with access to partnership confidentiality information.

6. Term

The obligations of confidentiality under this Agreement shall continue:

Option A: During the term of the Partnership and for a period of [Number] years after the termination of the Partnership.

Option B: For as long as the information remains a trade secret under Iowa law.

7. Return of Confidential Information

Upon termination of the Partnership, dissolution, or upon the written request of the Disclosing Partner, the Receiving Partner shall promptly return or securely destroy all Confidential Information, including all copies, summaries, and extracts thereof, in whatever form, including digital backups.

Option A: The Receiving Partner shall provide written certification of such return or destruction to the Disclosing Partner within [Number] days of the request.

Option B: For destruction of electronic information, the partnership must abide by National Institute of Standards and Technology (NIST) data destruction standards.

8. Notification of Breach

The Receiving Partner shall promptly notify the Disclosing Partner (within [Number] hours) upon becoming aware of any actual or suspected breach, loss, unauthorized use, or disclosure of the Confidential Information.

Option A: The Receiving Partner shall cooperate fully with the Disclosing Partner in any investigation and mitigation efforts related to such breach or disclosure.

Option B: The receiving partner is responsible for all expenses associated with breach notification requirements under Iowa law.

9. Remedies

The Partners agree that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Partner shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

Option A: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

Option B: The parties agree that liquidated damages of [Dollar Amount] per incident is a reasonable calculation of damages. This clause is enforceable only to the extent that such liquidated damages are not deemed a penalty under Iowa law.

10. Iowa Law and Trade Secrets

This Agreement is governed by and construed in accordance with the laws of the State of Iowa, including the Iowa Uniform Trade Secrets Act. Restrictive covenants contained herein shall be reasonable in scope and duration. This Agreement does not grant any license or right to the Confidential Information or intellectual property unless explicitly stated herein.

11. Dispute Resolution

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

First, the Partners shall attempt to resolve the dispute through good faith negotiation.

Second, if negotiation is unsuccessful, the Partners may agree to submit the dispute to mediation or binding arbitration in [City, Iowa].

Option A: Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in [County, Iowa].

Option B: The exclusive jurisdiction for any disputes related to this agreement resides with courts in Iowa.

12. No Partnership or Agency

This Agreement does not create a general partnership, joint venture, or agency relationship between the Partners, except as explicitly agreed elsewhere in writing.

13. Compliance

The Partners shall comply with all applicable Iowa laws and regulations, including but not limited to attorney-client privilege (if applicable), HIPAA (if applicable), GLBA (if applicable), and Iowa data breach notification laws.

14. Amendment

This Agreement may be amended only by a written instrument signed by all Partners.

15. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors and permitted assigns.

16. Oral Modifications

Option A: Oral modifications of this agreement are explicitly prohibited.

Option B: Oral modifications of this agreement are permitted, provided they are memorialized in writing within [Number] days.

17. Entire Agreement

This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

18. Independent Legal Counsel

Each Partner acknowledges that they have been advised to seek independent legal counsel regarding this Agreement.

19. 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.

20. Waiver

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.

21. Notices

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.

22. Signatures

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

[Partner 1 Full Legal Name]

By: [Signature of Partner 1 Authorized Representative]

Name: [Printed Name of Partner 1 Authorized Representative]

Title: [Title of Partner 1 Authorized Representative]

[Partner 2 Full Legal Name]

By: [Signature of Partner 2 Authorized Representative]

Name: [Printed Name of Partner 2 Authorized Representative]

Title: [Title of Partner 2 Authorized Representative]

(Optional) [Partner 3 Full Legal Name]

By: [Signature of Partner 3 Authorized Representative]

Name: [Printed Name of Partner 3 Authorized Representative]

Title: [Title of Partner 3 Authorized Representative]