Minnesota mutual nda template

Minnesota Mutual Non-Disclosure Agreement

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

• [Disclosing Party Name], located at [Disclosing Party Address], and
• [Receiving Party Name], located at [Receiving Party Address].

Both parties are sometimes referred to herein individually as a "Party" and collectively as the "Parties". This Agreement is governed by the laws of the State of Minnesota.

1. Definition of Confidential Information

• Confidential Information includes any and all information disclosed by either Party (the "Disclosing Party") to the other Party (the "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:
  • Proprietary technology
  • Business plans
  • Pricing models
  • Financial information
  • Minnesota customer or supplier lists
  • Research data
  • Trade secrets as defined by the Minnesota Uniform Trade Secrets Act Minn. Stat. §325C
  • Internal records
• Confidential Information also includes any information disclosed prior to the effective date of this Agreement.

2. Exclusions from Confidentiality

• This Agreement shall not apply to information that:
• Option A: Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.
• Option B: Is or becomes publicly known through no wrongful act of the Receiving Party.
• Option C: Is rightfully received by the Receiving Party from a third party without restriction on disclosure.
• Option D: Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as demonstrated by the Receiving Party's written records.
• Option E: Is required to be disclosed pursuant to a valid order of a Minnesota court or governmental agency. The Receiving Party must:
  • Provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.
  • Disclose only that portion of the Confidential Information that it is legally required to disclose, exercising reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed Confidential Information.

3. Use of Confidential Information

• The Receiving Party agrees to use the Confidential Information solely for the purpose of [Specify Purpose, e.g., evaluating a potential business relationship] (the "Permitted Purpose").
• The Receiving Party will not use the Confidential Information for any other purpose, including but not limited to competitive purposes, or for its own benefit or the benefit of any third party.
• Option A: The Receiving party is engaging in the following collaborative effort with the disclosing party: [Brief Description of Collaboration].
• Option B: The Receiving party is considering the following services to be provided by the disclosing party: [Brief Description of Services].
• Option C: The Receiving party is an employee of the disclosing party.

4. Security Measures

• Each Party agrees to protect the Confidential Information of the other Party 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.
• Such measures shall include, but not be limited to:
  • Maintaining physical and electronic security measures to restrict access to the Confidential Information.
  • Implementing appropriate data storage and access controls.
  • Maintaining password policies.
  • Utilizing technical safeguards in accordance with Minnesota cybersecurity standards.
  • Implementing data destruction or return protocols upon termination or request.
  • Controlling employee and contractor access to Confidential Information.
  • Restricting the transfer of Confidential Information outside of Minnesota without the Disclosing Party's prior written consent, if necessary.

5. Breach Notification

• Each Party shall immediately notify the other Party in writing upon becoming aware of any anticipated, suspected, or confirmed breach or unauthorized disclosure of Confidential Information.
• The Parties will cooperate fully in any investigation or remediation efforts.

6. Term and Termination

• This Agreement shall commence on the Effective Date and shall continue in effect for [Number] years from the date of termination of the business relationship described in Section 3 above.
• The confidentiality obligations under this Agreement shall survive termination for [Number] years.
• Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return all Confidential Information of the Disclosing Party, including all copies, extracts, and other reproductions thereof, or destroy such materials and certify such destruction in writing.

7. Remedies

• The Parties agree that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate.
• The Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity, including claims for damages, in accordance with Minnesota law.

8. No Implied Licenses

• Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right to use the Confidential Information, except as expressly provided herein.
• No ownership of any intellectual property or trade secrets is transferred by this Agreement.

9. Compelled Disclosure

• If the Receiving Party is required to disclose Confidential Information pursuant to a legal proceeding, the Receiving Party shall:
  • Promptly notify the Disclosing Party of such requirement, in writing, to allow the Disclosing Party to seek a protective order or other appropriate remedy.
  • Cooperate with the Disclosing Party in seeking such protective order or other remedy.
  • Disclose only the minimum amount of Confidential Information necessary to comply with the legal requirement.

10. 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 attempt to resolve the dispute through mediation in [City, Minnesota].
  • If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association in [City, Minnesota] or, if arbitration is not agreed upon, by litigation in a court of competent jurisdiction in the State of Minnesota.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.

11. Minnesota Public Policy Compliance

• The terms of this Agreement shall not violate Minnesota’s public policy on employment, competition, or fair trade.

12. Survival

• The provisions of Sections 4, 6, 7, 8, 9, and 10 shall survive the termination of this Agreement.

13. Severability

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

14. Entire Agreement; Amendment

• 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.
• This Agreement may be amended only by a written instrument signed by both Parties.

15. Notices

• All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.
• [Optional: Specify email addresses for notice]

16. Minnesota Specificity

• This Mutual NDA is specifically tailored for and enforceable in Minnesota, referencing the Minnesota Uniform Trade Secrets Act and relevant state statutory/practice points.

17. Industry Compliance

• [Optional: Include if relevant: "This agreement adheres to all relevant data security compliance standards for the [Industry] industry in Minnesota."]

18. Mutuality

• All obligations under this Agreement are mutual and apply equally to both Parties.

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

[Disclosing Party Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Authorized Representative Title]

Date: [Date]

[Receiving Party Name]

By: [Receiving Party Authorized Representative Name]

Title: [Receiving Party Authorized Representative Title]

Date: [Date]