Michigan mutual nda template

Michigan Mutual Non-Disclosure Agreement

This Michigan Mutual Non-Disclosure Agreement ("Agreement") is made and effective as of [Date], by and between:

• [Party 1 Full Legal Name], located at [Party 1 Address], a [State of Incorporation/Organization] [Entity Type] ("Party 1"), and
• [Party 2 Full Legal Name], located at [Party 2 Address], a [State of Incorporation/Organization] [Entity Type] ("Party 2").

RECITALS

WHEREAS, Party 1 and Party 2 (each a "Party" and collectively, the "Parties") desire to explore a potential business relationship; and

WHEREAS, in connection with this potential relationship, each Party may disclose to the other certain Confidential Information, as defined below;

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 either Party (“Disclosing Party”) to the other (“Receiving Party”), whether orally, visually, in writing, electronically, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, information relating to:

• Business plans, product strategies, technical data, customer and vendor lists, algorithms, formulas, prototypes, financial reports, marketing materials, software, and any oral, written, visual, or electronic data shared during discussions or collaboration.
• Information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, as per the Michigan Uniform Trade Secrets Act (MCL 445.1901 et seq.).
• Option A: Specific confidential information includes [Description of Specific Confidential Information Option A].
• Option B: Specific confidential information includes [Description of Specific Confidential Information Option B].

2. Exclusions from Confidential Information

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

• Is or becomes generally available to the public other than as a result of disclosure by the Receiving Party in violation of this Agreement.
• Was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.
• Is lawfully obtained by the Receiving Party from a third party who is not bound by a confidentiality obligation to the Disclosing Party.
• 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 required to be disclosed by applicable Michigan law, regulation, or valid court order, provided that the Receiving Party provides prompt written notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or other appropriate remedy.

3. Permitted Use

The Receiving Party shall use the Disclosing Party's Confidential Information solely for the purpose of evaluating, negotiating, or performing the contemplated business relationship between the Parties (“Purpose”). The Receiving Party shall not use or disclose the Disclosing Party's Confidential Information for any other purpose whatsoever, or to any third party, without the Disclosing Party’s prior written consent.

• Option A: Specific permitted uses include [Description of Specific Permitted Uses Option A].
• Option B: Specific permitted uses include [Description of Specific Permitted Uses Option B].

4. Protection of Confidential Information

The Receiving Party shall protect the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care. This includes:

• Restricting access to the Confidential Information to only those employees, consultants, and agents who have a need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• Implementing and maintaining reasonable security measures, including physical, technical, and administrative safeguards, to prevent unauthorized access to or disclosure of the Confidential Information.
• Securing storage and electronic controls, including password protection and encryption where appropriate.
• Enforcing internal confidentiality policies and procedures.

5. Term

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

• Throughout the duration of the Parties' business relationship and for a period of [Number] years following the termination of that relationship.
• With respect to any Confidential Information that constitutes a trade secret under Michigan law, the obligations of confidentiality shall continue for as long as such information remains a trade secret under Michigan law.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or, at the Disclosing Party's option, destroy all tangible and electronic Confidential Information of the Disclosing Party, including all copies, summaries, and extracts thereof. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this provision.

7. Notification of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use, breach, loss, or suspected compromise of the Disclosing Party's Confidential Information. The Receiving Party shall cooperate with the Disclosing Party in investigating and mitigating any such event.

8. Remedies for Breach

The Parties agree that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, in addition to any other remedies available at law or equity, the Disclosing Party shall be entitled to seek injunctive relief and specific performance to enforce the provisions of this Agreement in the appropriate Michigan courts. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorney's fees and costs. This Agreement does not create an employment or partnership relationship between the parties.

9. Dispute Resolution

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

• First, the Parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the Parties may agree to submit the dispute to mediation.
• If mediation is unsuccessful, the dispute shall be resolved by binding arbitration or litigation in the state or federal courts located in [County Name] County, Michigan.

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. Exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the state and federal courts located in [County Name] County, Michigan.

10. Whistleblowing and Compliance

Nothing in this Agreement shall be construed to prohibit either Party from reporting possible violations of law or regulation to law enforcement, regulators, or other governmental agencies, or from participating in investigations or proceedings conducted by such agencies, as permitted or required by applicable Michigan or federal statutes.

11. Data Privacy and Protection

To the extent that either Party receives or has access to any personally identifiable information (PII) as defined under the Michigan Personal Privacy Protection Act or other applicable privacy laws (including but not limited to HIPAA, GLBA, and FERPA), such Party shall comply with all applicable privacy laws and regulations in the handling, storage, and destruction of such PII.

• Option A: Specific requirements for data privacy include [Description of Specific Data Privacy Requirements Option A].
• Option B: Specific requirements for data privacy include [Description of Specific Data Privacy Requirements Option B].

12. Disclosure to Affiliates, Employees, Consultants, and Agents

The Receiving Party may disclose the Disclosing Party's Confidential Information to its affiliates, employees, consultants, and agents who have a need to know the information for the Purpose, provided that such individuals are bound by written confidentiality undertakings at least as restrictive as those contained herein. The Receiving Party shall be liable for any breach of this Agreement by its affiliates, employees, consultants, or agents.

13. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license, assignment, or other transfer of any intellectual property rights in the Disclosing Party's Confidential Information. All right, title, and interest in and to the Disclosing Party's Confidential Information shall remain with the Disclosing Party.

14. Miscellaneous

• This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party.
• 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.
• 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.
• All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.
• 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.
• Non-Circumvention: [Include or Delete: The Parties agree not to circumvent each other in any business opportunities that arise as a result of this agreement.]
• No Reverse Engineering: [Include or Delete: The Receiving Party shall not reverse engineer, decompile, or disassemble any of the Disclosing Party's Confidential Information.]
• Each Party acknowledges that it has had the opportunity to review this Agreement with legal counsel, is duly authorized to execute this Agreement, is entering into this Agreement voluntarily, and understands the legal implications of this Agreement under Michigan law. Any modifications or waivers of this Agreement must be in writing and signed by both Parties.

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

[Party 1 Full Legal Name]

By: [Party 1 Authorized Representative Name]

Title: [Party 1 Authorized Representative Title]

[Party 2 Full Legal Name]

By: [Party 2 Authorized Representative Name]

Title: [Party 2 Authorized Representative Title]