Maryland nda template

Maryland Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is made and entered into as of [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").

1. Definition of Confidential Information

• Confidential Information means any and all information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, electronically, or by any other means, including, but not limited to:
  • Business plans
  • Customer lists
  • Technical data
  • Prototypes
  • Software
  • Trade secrets
  • Other information
• Exclusions: The following information is not considered Confidential Information:
  • Information that is or becomes publicly available through no fault of the Receiving Party.
  • Information that was already known to the Receiving Party prior to its disclosure by the Disclosing Party.
  • Information that is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
  • Information that is required to be disclosed by law or court order.
• Option A: Specifically exclude [Specific Exclusion] from the definition of Confidential Information.
• Option B: Specifically include [Specific Inclusion] in the definition of Confidential Information, even if generally excluded.

2. Purpose of Agreement

• The purpose of this Agreement is to allow the Disclosing Party to disclose Confidential Information to the Receiving Party for the following purpose: [State Purpose].
• Option A: This Agreement is intended for business negotiations.
• Option B: This Agreement is intended for investor review.
• Option C: This Agreement is intended for employment purposes.
• Option D: Omit the statement of purpose.

3. Obligations of Receiving Party

• The Receiving Party agrees to protect the Confidential Information of the Disclosing Party with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
• The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
• The Receiving Party shall limit access to the Confidential Information to those of its employees, agents, or contractors who have a need to know such information for the Purpose of this Agreement.
• Option A: The Receiving Party shall implement physical safeguards, such as restricted access to premises and secure storage.
• Option B: The Receiving Party shall implement electronic safeguards, such as encryption and password protection.
• Option C: The Receiving Party shall implement administrative safeguards, such as confidentiality agreements with employees and contractors.

4. Permitted Disclosures

• The Receiving Party may disclose Confidential Information to its:
  • Legal counsel
  • Accountants
  • Financial advisors
• Any permitted disclosure under this section is conditioned upon the Receiving Party ensuring that such recipients are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Option A: The Receiving Party may disclose Confidential Information to [Specific Affiliates].
• Option B: The Receiving Party may not disclose Confidential Information to any affiliates.

5. Term of Confidentiality

• The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of this Agreement.
• Option A: The obligations of confidentiality shall continue indefinitely.
• Option B: The obligations of confidentiality shall survive the termination or expiration of any underlying business relationship between the parties.
• Option C: The obligations of confidentiality shall continue until [Specific Date].

6. Use Restriction

• The Receiving Party shall use the Confidential Information solely for the Purpose defined in Section 2.
• Option A: This is a one-way NDA; the Receiving Party has no restrictions on use.
• Option B: This is a mutual NDA; both parties' Confidential Information is subject to the use restriction.

7. Ownership and Return of Information

• All Confidential Information remains the sole and exclusive property of the Disclosing Party.
• Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies and extracts thereof.
• Option A: The Receiving Party may retain copies of Confidential Information for archival or compliance purposes, subject to continued confidentiality obligations.
• Option B: The Receiving Party must provide written certification of destruction of the Confidential Information.

8. Representations and Warranties

• Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement.
• This Agreement does not grant the Receiving Party any license or other right to use the Confidential Information, except as expressly provided herein.

9. Remedies for Breach

• The parties agree that any breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate.
• The Disclosing Party shall be entitled to injunctive relief to prevent any threatened or continuing breach of this Agreement, in addition to any other remedies available at law or in equity.
• Option A: The breaching party shall pay a stipulated penalty of [Dollar Amount] for each breach.
• Option B: Remedies for breach shall be as determined by a court of competent jurisdiction.

10. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Mediation in [City, State].
  • Option B: Binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.
  • Option C: Litigation in the courts of [County], Maryland.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles.
• It is the intent of the parties that the terms of this NDA be enforced to the fullest extent permitted by Maryland law, and to that end the definition of Confidential Information, the scope of the restrictions, and duration of the confidentiality obligations are intended to be reasonable. If any provision of this agreement is determined to be unenforceable, the parties request and agree that the Court shall modify or sever it to comply with Maryland law (consistent with "Blue Pencil Doctrine" and severability).

11. Assignment

• This Agreement may not be assigned by either party without the prior written consent of the other party.
• Option A: This Agreement may be assigned in connection with a merger, acquisition, or sale of all or substantially all of the assigning party's assets.
• Option B: This Agreement shall be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.

12. Notice

• All notices under this Agreement must be in writing and delivered by:
  • Email: addressed to [Disclosing Party Email] (for the Disclosing Party) and [Receiving Party Email] (for the Receiving Party).
  • Certified mail, return receipt requested, to the addresses set forth above.
• Option A: Notices may also be delivered by overnight courier.

13. 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.
• Option A: This Agreement may be amended only by a writing signed by both parties.

14. Execution

• 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.
• Option A: Electronic signatures shall have the same force and effect as original signatures.

15. Maryland-Specific Considerations

• Nothing in this Agreement shall prevent, restrict, or penalize disclosures protected by Maryland's whistleblower protections or public policy exceptions.
• This Agreement does not infringe on rights to report criminal activity or cooperate with government investigations.
• Option A: Acknowledgment regarding compliance with Maryland's Trade Secrets Act.

16. Supplemental Clauses

• Option A: Mutuality: This is a mutual NDA.
• Option B: Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Option C: Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Option D: Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event.
• Option E: Counterparts: This agreement may be signed in counterparts.

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

[Disclosing Party Name]

By: [Disclosing Party Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

[Receiving Party Name]

By: [Receiving Party Signature]

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title]