Minnesota nda template

Minnesota Non-Disclosure Agreement

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

• [Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and
• [Receiving Party Name], a [State] [Entity Type] with its principal place of business at [Receiving Party Address] (“Receiving Party”).

Or

• [Party 1 Name], residing at [Party 1 Address] (“Party 1”), and
• [Party 2 Name], residing at [Party 2 Address] (“Party 2”).

1. Purpose

The purpose of this Agreement is to protect certain Confidential Information (as defined below) that the Disclosing Party may disclose to the Receiving Party.

2. Definition of Confidential Information

• General Definition: “Confidential Information” means any and all information disclosed by the Disclosing Party to 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. Confidential Information includes, but is not limited to:
  • Business strategies
  • Technical data
  • Customer lists
  • Inventions
  • Trade secrets
  • Financial information
  • Proprietary processes
• Format of Disclosure:
  • Option A: Information disclosed in writing is considered Confidential Information.
  • Option B: Information disclosed orally must be identified as confidential at the time of disclosure and confirmed in writing within [Number] days.
  • Option C: All information disclosed, regardless of format, will be treated as confidential.
• Exceptions: The obligations of this Agreement shall not apply to information that:
  • Is or becomes publicly available through no fault of the Receiving Party.
  • Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party.
  • Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
  • Is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality with respect to such information.

3. Obligations of Receiving Party

• Use Restriction: The Receiving Party shall use the Confidential Information solely for the purpose of [Specific Purpose].
• Confidentiality: The Receiving Party shall maintain the confidentiality of the Confidential Information and shall not disclose it to any third party without the prior written consent of the Disclosing Party, except as provided herein.
• Safeguarding: The Receiving Party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a commercially reasonable standard of care.
  • Option A: The Receiving Party shall implement physical security measures to protect Confidential Information.
  • Option B: The Receiving Party shall encrypt all electronic files containing Confidential Information.
• Authorized Disclosure: The Receiving Party may disclose Confidential Information to its employees, agents, affiliates, contractors, and advisors (“Representatives”) who have a need to know the Confidential Information for the Purpose, provided that such Representatives are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
  • Option A: All Representatives must sign a separate non-disclosure agreement.
  • Option B: Receiving Party shall ensure Representatives comply with this Agreement through internal policies.

4. Term and Termination

• Term: This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years.
  • Option A: This agreement shall continue perpetually with respect to trade secrets.
  • Option B: The obligations of confidentiality shall terminate [Number] years after the termination of this agreement.
• Return/Destruction of Information: Upon the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, and certify such destruction in writing to the Disclosing Party.
  • Option A: Receiving Party may retain archival copies of Confidential Information pursuant to its legal archiving policy.

5. Exclusions from Confidentiality

• Required Disclosure: If the Receiving Party is required by law, regulation, court order, or other legal process to disclose any Confidential Information, the Receiving Party shall:
  • Provide prompt written notice to the Disclosing Party prior to such disclosure, to allow the Disclosing Party to seek a protective order or other appropriate remedy.
  • Disclose only such Confidential Information as is legally required.

6. Intellectual Property

• No License: Nothing in this Agreement shall be construed as granting the Receiving Party any license or ownership rights in or to the Confidential Information.
• Option A: All rights, title and interest in and to the Confidential Information shall remain solely with the Disclosing Party.
• Option B: Any inventions or improvements conceived or made by the Receiving Party based on the Confidential Information shall be owned by [Party Name].

7. No Obligation

Nothing in this Agreement shall obligate either party to enter into any further agreement or to purchase any products or services from the other party.

8. Remedies

• Injunctive Relief: The parties agree that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Disclosing Party, for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and specific performance to prevent any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity.
  • Option A: Disclosing Party may seek injunctive relief without posting bond.

9. Governing Law and Jurisdiction

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. 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 [County Name] County, Minnesota.

10. Minnesota-Specific Considerations

• The parties acknowledge that this Agreement is intended to comply with the Minnesota Uniform Trade Secrets Act (MUTSA).
• The parties agree that the restrictions set forth in this Agreement are reasonable in time, geography, and scope, and are tailored to protect the Disclosing Party's legitimate business interests.
• If this Agreement is related to employment, the parties acknowledge the following:
  • Option A: This is not an employment-related agreement.
  • Option B: This is an employment-related agreement, and the Receiving Party acknowledges receiving adequate consideration for signing this Agreement.

11. General Provisions

• Non-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.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Assignment:
  • Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
  • Option B: This Agreement may be assigned by the Disclosing Party in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• 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.
• Severability: 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.

12. Electronic Signatures

• Option A: 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.
• Option B: Signatures delivered electronically or digitally shall be deemed originals.

13. Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon: (a) personal delivery; (b) when sent by confirmed email; (c) when delivered by a nationally recognized overnight courier.

To Disclosing Party:

[Disclosing Party Name]

[Disclosing Party Address]

[Disclosing Party Email]

To Receiving Party:

[Receiving Party Name]

[Receiving Party Address]

[Receiving Party Email]

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

____________________________

[Disclosing Party Name]

By: [Disclosing Party Signature Block]

____________________________

[Receiving Party Name]

By: [Receiving Party Signature Block]