Michigan nda template

Michigan Non-Disclosure Agreement

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

[Disclosing Party Name], residing at [Disclosing Party Address] (hereinafter referred to as "Disclosing Party");

Option A: Individual
Option B: Entity: [Disclosing Party Entity Type], with a principal place of business at [Disclosing Party Address]

Contact Information: [Disclosing Party Contact Information]

AND

[Receiving Party Name], residing at [Receiving Party Address] (hereinafter referred to as "Receiving Party").

Option A: Individual
Option B: Entity: [Receiving Party Entity Type], with a principal place of business at [Receiving Party Address]

Contact Information: [Receiving Party Contact Information]

WHEREAS, Disclosing Party possesses certain confidential information that it desires to protect; and

WHEREAS, Receiving Party is willing to receive such confidential information subject to the terms and conditions set forth in this Agreement.

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

Purpose and Relationship:

The purpose of this Agreement is to protect the confidential information of the Disclosing Party disclosed to the Receiving Party in connection with: [Describe the purpose of the disclosure, e.g., evaluation of a potential business transaction, rendering services as a contractor, employment, etc.].

The relationship between the parties is:

• Option A: Unilateral (Disclosing Party discloses to Receiving Party)
• Option B: Bilateral (Both parties disclose to each other)
• Option C: Multilateral (More than two parties involved - list other parties in Exhibit A - [Exhibit A Designation])

Definition of Confidential Information:

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, visually, or by any other means, that is:

• Option A: Designated as confidential
• Option B: Would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information may include, but is not limited to:

• Option A: Trade secrets
• Option B: Technical data
• Option C: Financial information
• Option D: Customer lists
• Option E: Business plans
• Option F: Prototypes
• Option G: Other: [Specify other types of confidential information]

Exclusions: Confidential Information does not include information that:

• Is already known to the Receiving Party at the time of disclosure.
• Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.
• Is rightfully received by the Receiving Party from a third party without restriction.
• Is or becomes publicly available through no fault of the Receiving Party.
• Option A: Customize Exclusions: [Specify custom exclusions]
• Option B: Omit Exclusions

Confidentiality Obligations:

Receiving Party shall:

• Hold the Confidential Information in strict confidence.
• Not use the Confidential Information for any purpose other than the Permitted Purpose (as defined below).
• 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.

Receiving Party shall not:

• Copy the Confidential Information, except as necessary for the Permitted Purpose.
• Reverse engineer, disassemble, or decompile any Confidential Information.
• Disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

Permitted Purpose:

The Confidential Information may be used solely for the purpose of: [Specify the permitted purpose for using the confidential information].

• Option A: Narrow Permitted Purpose: The Permitted Purpose shall be strictly limited to the above-stated purpose.
• Option B: Broaden Permitted Purpose: The Permitted Purpose may include related activities reasonably necessary to achieve the stated purpose.

Disclosure Exceptions:

The Receiving Party may disclose Confidential Information if and to the extent required by law, regulation, or court order, provided that:

• The Receiving Party provides the Disclosing Party with prompt notice of such requirement prior to disclosure, if legally permissible.
• The Receiving Party cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy.
• Option A: Notice Requirements: [Specify specific notice requirements, e.g., written notice within 24 hours]
• Option B: Cooperation Details: [Specify details about cooperation efforts]

Term and Termination:

This Agreement shall commence on the Effective Date and shall continue for a term of [Number] years.

• Option A: Perpetual Term for Trade Secrets: With respect to trade secrets, the obligations of confidentiality under this Agreement shall continue perpetually.

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

• Option A: Return of Information: Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party all copies of the Confidential Information in its possession or control, or destroy such copies and certify such destruction in writing.
• Option B: Destruction of Information: Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly destroy all copies of the Confidential Information in its possession or control and certify such destruction in writing.

Remedies for Breach:

The Disclosing Party shall be entitled to the following remedies for any breach of this Agreement by the Receiving Party:

• Injunctive relief to prevent further breach.
• Specific performance to compel compliance with the terms of this Agreement.
• Claims for damages for any losses or expenses incurred as a result of the breach.
• Indemnification for any liabilities or claims asserted against the Disclosing Party as a result of the breach.
• Option A: Retain All Remedies.
• Option B: Remove [Specify remedy to remove, e.g., Indemnification].

Representations and Warranties:

Each party represents and warrants that it has the authority to enter into this Agreement.

Each party represents and warrants that the information provided by it in connection with this Agreement is accurate and complete.

• Option A: Disclaimers of Warranties: [Specify any disclaimers of warranties]
• Option B: Omit Warranties

Governing Law and Jurisdiction:

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.

• Option A: Venue: The venue for any action arising out of or relating to this Agreement shall be in [Specify County] County, Michigan.
• Option B: Jurisdiction: The parties consent to the exclusive jurisdiction of the state and federal courts located in Michigan.

The parties acknowledge that this Agreement is intended to comply with the Michigan Uniform Trade Secrets Act.

Blue Pencil Clause: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified by the court to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

Scope of Agreement:

This Agreement applies to:

• Option A: Employees of the Receiving Party.
• Option B: Independent contractors of the Receiving Party.
• Option C: Both employees and independent contractors of the Receiving Party.

Employee/Third-Party Notification: The Receiving Party shall [shall/shall not] notify its employees and/or third parties of the existence and terms of this NDA.

Whistleblower Protection: Nothing in this Agreement shall be construed to prohibit the Receiving Party from reporting suspected violations of law to any governmental agency or entity, consistent with Michigan public policy.

Dispute Resolution:

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

• Option A: Litigation in the state or federal courts located in Michigan.
• Option B: Arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be held in [Specify County] County, Michigan.
• Option C: Mediation, prior to initiating any litigation or arbitration.

Michigan Specific Notices:

[Specify any Michigan-specific notice periods or statutory requirements, such as those related to discrimination or harassment settlements. If none, state "None."]

Integration Clause:

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: Merger Clause: This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and merges all prior discussions between them.
• Option B: Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Option C: Inclusion by Reference: This Agreement includes by reference [Specify other applicable agreements].

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

____________________________
[Disclosing Party Name]

Title (if entity): [Disclosing Party Title]

____________________________
[Receiving Party Name]

Title (if entity): [Receiving Party Title]

Witness (Optional):

____________________________
Witness Name: [Witness Name]

Notary (Optional):

____________________________
Notary Public: [Notary Name]
My Commission Expires: [Commission Expiration Date]
County: [County]
State: [State]