Michigan partnership nda template

Michigan Partnership NDA

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

• [Partner A Name], a [Entity Type, e.g., Michigan LLC] with its principal place of business at [Partner A Address], and authorized signatory [Partner A Signatory Name]; and
• [Partner B Name], a [Entity Type, e.g., Michigan Corporation] with its principal place of business at [Partner B Address], and authorized signatory [Partner B Signatory Name].

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the partnership, whether disclosed orally, in writing, electronically, or through access to premises or databases, including but not limited to:

• Business plans, strategies, and projections.
• Trade secrets as defined by the Michigan Uniform Trade Secrets Act (MUTSA).
• Financial data, including revenue, expenses, and profit margins.
• Partner contributions (financial, operational, or other).
• Proprietary technology, software, and inventions.
• Operational strategies and processes.
• Pricing and sales information.
• Customer and supplier lists.
• Future projects and opportunities.
• Marketing and research and development plans.
• Partnership agreements and related documentation.

• Option A: All information shall be considered confidential irrespective of marking.
• Option B: Only information clearly marked "Confidential" shall be considered confidential.

2. Exclusions from Confidential Information

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

• Is or becomes publicly available through no fault of the Receiving Party.
• Was already lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written documentation.
• Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, as evidenced by written documentation.
• Is rightfully received by the Receiving Party from a third party without a duty of confidentiality.
• Is required to be disclosed by Michigan law, court order, or regulatory authority.

• Option A: If disclosure is required by law, Receiving Party must provide Disclosing Party with prompt written notice and cooperate to limit disclosure.
• Option B: If disclosure is required by law, Receiving Party is only required to provide notice if legally permissible.

3. Purpose of Disclosure and Use

The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and engaging in partnership-related activities, mutual projects, or transactions as described in this Agreement.

• Option A: Use is strictly limited to the specific project detailed in Exhibit A.
• Option B: Use may extend to other partnership-related projects as mutually agreed upon in writing.

The Receiving Party shall not use the Confidential Information for its own individual benefit outside the scope of the partnership or for the benefit of any third party.

4. Obligations of Security and Safeguarding

The Receiving Party shall protect the Confidential Information from unauthorized access, disclosure, or use by using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. This includes:

• Implementing reasonable security measures appropriate to the sensitivity of the information.
• Establishing protocols for document handling and storage.
• Implementing digital and physical access controls.
• Using encryption where appropriate.
• Requiring employees and contractors to execute confidentiality agreements with terms at least as restrictive as those contained herein.

• Option A: Receiving Party shall implement specific security measures detailed in Exhibit B.
• Option B: Security measures shall be reviewed and updated annually.

5. Duration of Confidentiality

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

• For the duration of the partnership; and
• For a period of [Number] years following the termination of the partnership.

• Option A: Trade secrets as defined by MUTSA shall be protected indefinitely.
• Option B: This duration may be extended by mutual written agreement.

6. Return or Destruction of Confidential Materials

Upon the dissolution of the partnership or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including all originals and copies, in its possession or control.

• Option A: The Receiving Party shall certify in writing the destruction of all Confidential Information.
• Option B: Return of the information is the only requirement; destruction is not required.

7. Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized access, disclosure, or suspected breach of this Agreement. The Receiving Party shall cooperate with the Disclosing Party in investigating and mitigating any such breach. This includes compliance with Michigan’s identity theft and data breach notification laws if personal information is involved.

• Option A: Receiving Party shall bear the costs of investigating and mitigating the breach.
• Option B: Costs will be shared equally between the parties.

8. Permitted Disclosures

The Receiving Party may disclose Confidential Information to its affiliates, employees, accountants, attorneys, and agents who have a need to know the information for the purpose of the partnership, provided that such recipients are bound by written confidentiality obligations at least as stringent as those contained herein.

• Option A: All disclosures to third parties require the prior written consent of the Disclosing Party.
• Option B: Disclosures to legal counsel are always permitted without prior consent.

9. Remedies for Breach

In the event of a breach of this Agreement, the Disclosing Party shall be entitled to seek all available legal and equitable remedies, including:

• Actual and consequential damages.
• Specific performance.
• Temporary and permanent injunctive relief under Michigan law.
• Possible liquidated damages of [Dollar Amount], if appropriate and enforceable under Michigan law.

Such remedies shall be cumulative and not exclusive.

10. Miscellaneous

• No Waiver: No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 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.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. The exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall be in the state courts located in [County Name] County, Michigan, or Michigan arbitration venues.

12. Compliance with Michigan Regulations

The parties agree to comply with all applicable Michigan industry regulations, including data privacy laws for healthcare, financial, or technical partnerships, and Michigan’s Social Security Number Privacy Act requirements, where applicable.

13. Third-Party Information

Each party acknowledges that the other party may possess confidential information of third parties that is subject to additional obligations. This Agreement shall not supersede any existing confidentiality obligations.

14. Relationship to Other Agreements

This Agreement is in addition to, and does not supersede, any existing or future partnership agreements between the parties.

• Option A: This agreement shall take precedence over any conflicting provisions in the partnership agreement with respect to confidentiality.
• Option B: The partnership agreement shall govern in the event of a conflict.

15. Signatures

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

[Partner A Name]

By: [Partner A Signatory Name]

Title: [Partner A Signatory Title]

[Partner B Name]

By: [Partner B Signatory Name]

Title: [Partner B Signatory Title]