Minnesota partnership nda template

Minnesota Partnership Non-Disclosure Agreement

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

[Partner A Name], residing at [Partner A Address], and

[Partner B Name], residing at [Partner B Address].

(Each, a “Partner,” and collectively, the “Partners”).

WHEREAS, the Partners are engaged in a business relationship as partners in [Partnership Entity Name], located at [Partnership Address], concerning [Description of Partnership Relationship, e.g., a joint venture to develop a new product]; and

WHEREAS, in connection with this relationship, the Partners may disclose to each other certain confidential information;

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

Definition of Confidential Information:

Option A: Confidential Information shall mean any and all information disclosed by one Partner to the other, whether orally, in writing, electronically, or by any other means, that relates to [Partnership Entity Name]’s business, including, but not limited to:

• Trade secrets, as defined under the Minnesota Uniform Trade Secrets Act (Minn. Stat. §§ 325C.01 et seq.).
• Proprietary technology, know-how, formulas, business plans, financial records, Partner meeting minutes.
• Marketing strategies, customer/vendor information, contract terms, and any other partnership-generated data or material.

Option B: Confidential Information shall specifically include: [List Specific Types of Confidential Information Related to the Partnership, e.g., Patient Data if applicable to healthcare, Agricultural Data if applicable to agriculture, etc.].

Option C: All documents marked “Confidential” are Confidential Information.

Exclusions from Confidential Information:

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

• Was already known to the receiving Partner prior to disclosure, as evidenced by written documentation.
• Is or becomes publicly available through no fault of the receiving Partner.
• Is independently developed by the receiving Partner without use of the disclosing Partner’s Confidential Information.
• Is disclosed with the prior written consent of the disclosing Partner.

Option B: Information required to be disclosed by Minnesota statute, court order, or regulatory body, provided the receiving Partner gives reasonable prior notice to the disclosing Partner to allow the disclosing Partner to seek a protective order or other appropriate remedy (unless such notice is prohibited by law).

Obligations of Receiving Partner:

Option A: The receiving Partner shall:

• Use the Confidential Information solely for the purpose of furthering the business of the Partnership.
• Not disclose the Confidential Information to any third party without the prior written consent of the disclosing Partner, except to those officers, employees, or advisors who have a need to know and are bound by confidentiality obligations substantially similar to those contained herein. A written record of access must be maintained.

Option B: Take reasonable measures to protect the confidentiality of the Confidential Information, including, but not limited to:

• Maintaining physical security measures to prevent unauthorized access to the Confidential Information.
• Implementing secure electronic systems to protect the Confidential Information from unauthorized access.
• Requiring all personnel who have access to the Confidential Information to undergo training on data protection and confidentiality.

Data Breach Notification:

Option A: In the event of any suspected or actual data breach, unauthorized access, or misuse of Confidential Information, the receiving Partner shall:

• Immediately notify all other Partners in writing.
• Take all necessary steps to remedy the breach and prevent further unauthorized access or disclosure.
• Comply with all applicable Minnesota data breach laws, including Minn. Stat. § 325E.61, if applicable, including providing any required notices to individuals affected by the breach.

Option B: The notification must include the nature of the breach, the data elements compromised, the number of individuals affected, the steps taken to contain the breach, and recommended next steps for affected individuals.

Term of Confidentiality:

Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years following the termination of the Partnership.

Option B: The obligations of confidentiality under this Agreement shall continue indefinitely, particularly with respect to trade secrets.

Option C: During and after the partnership, the receiving party will respect the disclosing party's rights under the Minnesota Uniform Trade Secrets Act (Minn. Stat. §§ 325C.01 et seq.).

Return of Confidential Information:

Option A: Upon the expiration or termination of this Agreement, or upon the request of the disclosing Partner, the receiving Partner shall:

• Promptly return all Confidential Information, including all copies thereof, to the disclosing Partner.
• If return is not feasible, the receiving partner must destroy all confidential information with written certification of destruction provided to the disclosing partner.

Option B: Even after return or destruction, the receiving Partner’s obligations of confidentiality under this Agreement shall continue in full force and effect.

Remedies for Breach:

Option A: In the event of a breach of this Agreement, the disclosing Partner shall be entitled to:

• Injunctive relief to prevent further disclosure of the Confidential Information.
• Compensatory damages for any losses suffered as a result of the breach.
• Reimbursement of attorneys’ fees and costs incurred in enforcing this Agreement.
• Acknowledgment of the presumption of irreparable harm.

Option B: Partner acknowledge that a breach of this agreement would cause irreparable harm, and waive the need to post bond to seek injunctive relief.

Dispute Resolution:

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

• First, the Partners shall attempt to resolve the dispute through good-faith negotiation.
• If negotiation fails, the Partners shall submit the dispute to mediation in Minnesota.
• If mediation fails, the dispute shall be resolved by binding arbitration in Minnesota in accordance with the rules of the American Arbitration Association.

Option B: The exclusive jurisdiction and venue for any litigation arising out of or relating to this Agreement shall be the state or federal courts located in [County Name] County, Minnesota.

Governing Law:

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.

Intellectual Property:

Option A: All intellectual property developed jointly by the Partners during the term of this Agreement shall be owned jointly by the Partners, and the Partners shall negotiate in good faith to determine the terms of a cross-licensing agreement.

Option B: [Insert Specific Terms Regarding Joint Intellectual Property Development]

Departing Partner:

Any Partner who withdraws from the Partnership, whether voluntarily or involuntarily, shall continue to be bound by the obligations of confidentiality under this Agreement.

Reverse Engineering:

The receiving Partner shall not reverse engineer, decompile, or disassemble any Confidential Information disclosed by the disclosing Partner.

Notice:

All notices and communications required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery, or three (3) days after deposit in the United States mail, registered or certified, postage prepaid, addressed as follows:

If to [Partner A Name]: [Partner A Address], [Partner A Email]

If to [Partner B Name]: [Partner B Address], [Partner B Email]

Whistleblowing:

Nothing in this Agreement shall be construed to prevent either Partner from reporting violations of law to any regulatory body or from cooperating with any government investigation.

Assignment:

This Agreement may not be assigned by either Partner without the prior written consent of the other Partner, which consent shall not be unreasonably withheld. This agreement is binding on successor entities only with written partner consent.

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

____________________________
[Partner A Name]
[Partner A Title/Capacity]

____________________________
[Partner B Name]
[Partner B Title/Capacity]