Maryland mutual nda template

Maryland Mutual Non-Disclosure Agreement

This Maryland Mutual Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

[Disclosing Party Name], located at [Disclosing Party Address], ("Disclosing Party")

and

[Receiving Party Name], located at [Receiving Party Address], ("Receiving Party").

WHEREAS, Disclosing Party possesses certain confidential information; and

WHEREAS, Disclosing Party is willing to disclose such information to Receiving Party for the purpose of [Purpose of Disclosure]; and

WHEREAS, Receiving Party is willing to receive such information and treat it as confidential,

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

Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, electronically, or by any other means, including but not limited to: technical data, financial statements, customer identities, marketing strategies, business plans, proprietary software, inventions, processes, third-party information disclosed under NDA, and any other information that Disclosing Party identifies as confidential.

Option B: "Confidential Information" includes, but is not limited to, [Specific Type of Information 1], [Specific Type of Information 2], and [Specific Type of Information 3].

Option C: All information disclosed shall be considered confidential except those elements specifically identified in writing by the Disclosing Party as not confidential.

Exclusions from Confidential Information

Option A: The obligations of this Agreement shall not apply to information that:

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

Option B: If forced to disclose, Recipient will only disclose that portion of information that is legally required and will exercise commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the information.

Option C: No exclusions apply to certain data outlined in Schedule A to this agreement.

Permitted Use of Confidential Information

Option A: Receiving Party shall use the Confidential Information solely for the purpose of [Purpose of Disclosure]. Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to any commercial purpose, without the prior written consent of Disclosing Party.

Option B: Receiving Party may disclose Confidential Information only to its employees, contractors, and consultants who have a need to know such information for the Permitted Use and who are bound by written confidentiality agreements with terms at least as restrictive as those contained in this Agreement.

Option C: Upon written approval from Disclosing Party, Receiving Party may use Confidential Information for commercial purposes.

Confidentiality Obligations

Option A: Receiving Party shall protect the Confidential Information using 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 a commercially reasonable degree of care.

Option B: Receiving Party will maintain physical, electronic, and procedural safeguards to protect the security, integrity, and confidentiality of the Confidential Information.

Option C: Receiving Party must implement all reasonable security measures, consistent with industry standards, to protect the confidentiality of the confidential information.

Employee/Contractor Access

Option A: Receiving Party shall limit access to the Confidential Information to its employees, contractors, and agents who have a need to know such information for the Permitted Use and who are bound by written confidentiality agreements with terms at least as restrictive as those contained in this Agreement.

Option B: Receiving Party is responsible for ensuring that its employees, contractors, and agents comply with the terms of this Agreement.

Option C: Any employee, contractor or agent receiving access to confidential information shall be informed of the contents of this agreement.

Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years.

Option B: The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of [Number] years.

Option C: This Agreement shall continue until terminated by either party upon [Number] days written notice to the other party. Termination shall not affect the confidentiality obligations, which shall survive as specified above.

Return of Confidential Information

Option A: Upon the written request of Disclosing Party, or upon termination of this Agreement, Receiving Party shall promptly return to Disclosing Party all Confidential Information, including all copies, notes, and extracts thereof, or destroy such materials and certify in writing to Disclosing Party that such destruction has occurred.

Option B: Destruction may be completed through digital deletion or shredding physical copies.

Option C: Retain one archival copy, securely stored, solely for legal compliance purposes.

Breach and Remedies

Option A: Receiving Party shall immediately notify Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information.

Option B: Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain any breach or threatened breach of this Agreement.

Option C: In the event of a breach of this Agreement by Receiving Party, Receiving Party shall be liable to Disclosing Party for all damages, including but not limited to actual damages, consequential damages, and attorneys' fees.

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, the dispute shall be submitted to mediation in [City, Maryland]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, to be held in [City, Maryland].

Option B: All claims shall be submitted to a court of competent jurisdiction in the state of Maryland.

Option C: Arbitration shall be limited to documentary evidence and depositions.

Governing Law and Jurisdiction

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles.

Option B: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County, Maryland], and the parties hereby consent to the jurisdiction of such courts.

Option C: The U.N. Convention on Contracts for the International Sale of Goods will not apply to this agreement.

Maryland-Specific Considerations

Compliance with the Maryland Uniform Trade Secrets Act.

Compliance with Maryland's Personal Information Protection Act for handling personal data and breach notification.

Acknowledgment of employee whistleblowing rights and protections under Maryland and federal employment law.

Representations and Warranties

Option A: Each party represents and warrants that it has the right to disclose the information it provides under this Agreement and that such disclosure does not breach any obligations to other parties.

Option B: Disclosing party warrants that the confidential information is unique and valuable.

Option C: Receiving party warrants that they have the knowledge and staff to maintain confidentiality under this agreement.

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: Should the scope of this agreement be broader than necessary to protect Disclosing Party’s confidential information, the scope of the agreement shall be limited to only such scope as is necessary to protect Disclosing Party’s confidential information.

Option C: The court shall interpret this document in a fashion that gives effect to each clause to the fullest extent possible under law.

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: This agreement does not incorporate any outside agreements by reference.

Option C: This agreement exists separate from other agreements.

Amendment

Option A: This Agreement may be amended only by a written instrument signed by both parties.

Option B: Amendments may occur through electronic signature.

Option C: No email correspondence shall be deemed an amendment to this agreement.

No Intellectual Property Transfer

Option A: No license or other right to intellectual property is granted or implied by this Agreement. Disclosure of Confidential Information shall not create any obligation on the part of the Disclosing Party to license or transfer any technology to the Receiving Party.

Option B: All right, title and interest to confidential information shall remain with the Disclosing Party.

Option C: No right shall be granted, either expressed or implied, to utilize the confidential information for any purpose other than the stated business evaluation.

Notices

Option A: 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.

Option B: Email notices are acceptable when followed by written confirmation within 72 hours.

Option C: Change of address notices must be made with no less than 15 days' notice.

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

[Disclosing Party Name]

By: [Authorized Representative Name]

Title: [Title]

Date: [Date]

[Receiving Party Name]

By: [Authorized Representative Name]

Title: [Title]

Date: [Date]