Maryland partnership nda template

Maryland Partnership Non-Disclosure Agreement

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

• [Partner 1 Name], a [State] [Entity Type], with a principal place of business at [Address], and represented by [Representative Name], [Representative Title], contact details: [Phone Number], [Email Address] (hereinafter “Partner 1”); and
• [Partner 2 Name], a [State] [Entity Type], with a principal place of business at [Address], and represented by [Representative Name], [Representative Title], contact details: [Phone Number], [Email Address] (hereinafter “Partner 2”).
• [Partner 3 Name], a [State] [Entity Type], with a principal place of business at [Address], and represented by [Representative Name], [Representative Title], contact details: [Phone Number], [Email Address] (hereinafter “Partner 3”). (add more partners as necessary)

Recitals

WHEREAS, Partner 1, Partner 2 and Partner 3 intend to explore a potential partnership (the "Partnership") for [Brief Description of Partnership Purpose, e.g., real estate development in Baltimore, Maryland]; and

WHEREAS, in connection with evaluating and pursuing the Partnership, each party may disclose to the other certain confidential and proprietary information;

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

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” shall mean any and all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, electronically, or by any other means, that relates to the Disclosing Party’s business, including, but not limited to:

• Proprietary business plans;
• Partnership agreements and related documents;
• Partnership tax filings;
• Financial records;
• Trade secrets as defined by the Maryland Uniform Trade Secrets Act (§ 11-120 et seq.);
• Partnership client data;
• Process know-how;
• Technical information;
• Research and development (R&D) data;
• Marketing strategies;
• Supplier and customer information; and
• Any other data exchanged in written, verbal, physical, or electronic form during partnership formation or operation.

2. Exclusions from Confidential Information

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

• Becomes generally available to the public other than as a result of disclosure by the Receiving Party in violation of this Agreement;
• Was already in the Receiving Party's possession prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records;
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records;
• Is rightfully received by the Receiving Party from a third party without restriction on disclosure; or
• Is required to be disclosed pursuant to law, regulation, subpoena, or court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement prior to disclosure and takes reasonable steps to contest or limit the scope of such required disclosure, including seeking a protective order in Maryland courts.

3. Permitted Use of Confidential Information

The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and pursuing the Partnership (the “Purpose”). The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to:

• Personal gain;
• Competitive advantage outside the Partnership; or
• Unauthorized disclosure to any third party.

4. Obligations of the Receiving Party

• The Receiving Party shall protect the Confidential Information from unauthorized disclosure 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 reasonable care.
• The Receiving Party shall restrict access to the Confidential Information to its employees, agents, and contractors who have a need to know the information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
• The Receiving Party shall comply with all applicable laws and regulations regarding the protection of confidential information, including, but not limited to, Maryland’s Personal Information Protection Act (Md. Code Ann., Com. Law § 14-3501 et seq.).

5. Obligations Regarding Employees, Contractors, and Affiliates

The Receiving Party shall require all its employees, contractors, counsel, or affiliates who have access to the Confidential Information to execute written confidentiality agreements that are no less restrictive than the terms of this Agreement.

6. Term

The obligations of confidentiality under this Agreement shall commence as of the Effective Date and shall continue:

• Option A: For the duration of the Partnership and for [Number] years following the termination or dissolution of the Partnership; or
• Option B: Indefinitely for information that constitutes a trade secret under Maryland law; or
• Option C: For [Number] years regardless of partnership status.

7. Return or Destruction of Confidential Information

Upon the written request of the Disclosing Party, or upon termination or dissolution of the Partnership, the Receiving Party shall promptly:

• Return all originals and copies of the Confidential Information to the Disclosing Party; or
• Destroy all originals and copies of the Confidential Information and certify in writing to the Disclosing Party that such destruction has been completed.

8. Notice of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any unauthorized use, disclosure, or loss of the Confidential Information and shall cooperate with the Disclosing Party in taking reasonable steps to mitigate the effects of such unauthorized use, disclosure, or loss, including providing all information related to the unauthorized disclosure as required under Maryland law.

9. Remedies for Breach

In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to the following remedies:

• Equitable relief, including specific performance and injunctive relief, in addition to any other remedies available at law or in equity;
• Monetary damages to cover direct, indirect, incidental, consequential, and special losses; and
• Liquidated damages in the amount of [Dollar Amount] per breach, acknowledging that actual damages may be difficult to ascertain (if permissible under Maryland law). It is understood that injunctive relief is not an exclusive remedy.

10. Governing Law

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, including the Maryland Uniform Trade Secrets Act.

11. Forum and Jurisdiction

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [City/County], Maryland. The parties agree to submit to the personal jurisdiction of such courts. The parties agree to attempt to resolve any disputes through good faith negotiation or mediation in Maryland before initiating litigation.

12. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, consistent with Maryland contract law.

13. No 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.

14. Assignment and Modification

This Agreement may not be assigned or modified without the prior written consent of all parties.

15. Integration

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.

16. Compliance with Maryland Statutes

Nothing in this Agreement shall be construed as limiting the parties' obligations under other applicable Maryland statutes, including those relating to business conduct, professional responsibility, and data privacy.

17. Authority

Each party represents and warrants that it has the authority to enter into this Agreement and to bind the entity it represents. If a party is an entity, it shall provide evidence of such authorization upon request.

18. Maryland-Specific Considerations

The parties acknowledge that this Agreement is intended to comply with all applicable Maryland laws and regulations. The parties agree to cooperate in good faith to address any Maryland-specific practical considerations that may arise during the term of this Agreement, including, but not limited to, compliance with state industry regulations, data privacy requirements, and local business customs. Oral disclosures, where permissible under Maryland law, will be summarized in writing and provided to all parties within [number] business days.

19. Electronic Signatures

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. Electronic signatures and transmission of counterparts shall have the same force and effect as original signatures and delivery under Maryland’s Uniform Electronic Transactions Act (Md. Code Ann., Com. Law § 21-101 et seq.).

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

[Partner 1 Name]

By: [Representative Name]

Title: [Representative Title]

[Partner 2 Name]

By: [Representative Name]

Title: [Representative Title]

[Partner 3 Name]

By: [Representative Name]

Title: [Representative Title]

(add more partners signature blocks as necessary)