Mississippi mutual nda template

Mississippi Mutual Non-Disclosure Agreement

This Mississippi Mutual Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date of Execution], by and between: * [Disclosing Party Name], located at [Disclosing Party Address], with contact details at [Disclosing Party Phone Number] and [Disclosing Party Email Address] ("Disclosing Party"), and * [Receiving Party Name], located at [Receiving Party Address], with contact details at [Receiving Party Phone Number] and [Receiving Party Email Address] ("Receiving Party"). WHEREAS, the Disclosing Party and the Receiving Party desire to engage in discussions regarding a potential business relationship for [Description of Business Purpose]; and WHEREAS, in connection with such discussions, each party may disclose to the other certain confidential and proprietary information; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, electronically, visually, or by any other means, 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 business information, trade secrets as defined by the Mississippi Uniform Trade Secrets Act (MISS. CODE ANN. § 75-26-1), technical data, marketing strategies, financial records, pricing, customer and vendor information, employee data, business plans, and any materials disclosed in written, verbal, visual, electronic, or any other form.

Option B: "Confidential Information" means specifically [Specific Description of Confidential Information].

Exclusions from Confidentiality

Option A: The obligations of confidentiality under 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;
• is rightfully received by the Receiving Party from a third party without any obligation of confidentiality;
• is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
• is required to be disclosed by law or court order, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement to the extent legally permissible and takes reasonable steps to limit the scope of such disclosure.

Option B: The obligations of confidentiality shall not apply to information if it is [Specific Exclusion Criteria].

Mutual Non-Disclosure

Option A: This is a mutual Non-Disclosure Agreement. Both parties may disclose Confidential Information to the other, and both parties are obligated to protect the Confidential Information they receive.

Option B: This agreement is not mutual; only information disclosed by [Disclosing Party Name] shall be considered Confidential Information.

Use of Confidential Information

Option A: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and engaging in the potential business relationship described above [Description of Business Purpose]. The Receiving Party shall not use the Confidential Information for any other purpose whatsoever.

Option B: The Receiving Party may use the Confidential Information solely for [Permitted Uses of Confidential Information].

Obligations of Receiving Party

Option A: The Receiving Party shall protect the Confidential Information of the Disclosing Party using the same degree of care, but no less than a commercially reasonable degree of care, that it uses to protect its own confidential information of a similar nature. The Receiving Party shall limit access to the Confidential Information to those of its employees, agents, and contractors who have a need to know such information for the purpose stated above and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. The Receiving Party shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure. This includes access controls, secure transmission, and secure storage protocols.

Option B: The Receiving Party's obligations are limited to [Specific Protection Measures].

Term and Termination

Option A: This Agreement shall commence on the date first written above and shall continue in effect for a period of [Number] years from the date of termination of the business relationship between the parties. The obligations of confidentiality shall survive termination of this Agreement for a period of [Number] years.

Option B: The confidentiality obligations shall last indefinitely with respect to trade secrets as defined under Mississippi Law (MISS. CODE ANN. § 75-26-1).

Return or Destruction of Confidential Information

Option A: Upon the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including all copies thereof, or, at the Disclosing Party's option, shall certify in writing that all such materials have been destroyed. This includes all electronic backups and electronically stored information.

Option B: Upon termination, the Receiving Party must destroy all confidential information and provide certification of destruction within [Number] days.

Notice of Breach

Option A: The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any actual or suspected breach of this Agreement or any unauthorized disclosure or use of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation or legal action to prevent further unauthorized use or disclosure.

Option B: In the event of a breach, the receiving party is obligated to report the incident within [Number] days.

Remedies

Option A: The parties agree that any breach of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to prevent or restrain any such breach, in addition to any other remedies available at law or in equity, including actual damages, consequential damages, and reasonable attorney's fees and costs. Liquidated damages are agreed upon as [Dollar Amount].

Option B: The remedies available to the disclosing party are limited to [Specific Remedies].

Governing Law and Venue

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, 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 [Name of Mississippi County] County, Mississippi, and each party consents to the jurisdiction of such courts. Before litigation, the parties agree to first attempt to resolve any disputes through good-faith negotiation. If negotiation fails, the parties agree to attempt mediation in Mississippi before initiating legal proceedings.

Option B: Any disputes shall be resolved by binding arbitration in [City, Mississippi] under the rules of the American Arbitration Association.

Relationship of Parties

Option A: Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, or employment relationship between the parties.

Option B: This Agreement is intended to establish [Specific Relationship].

Entire Agreement

Option A: 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. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties.

Option B: This agreement can be amended by mutual oral agreement.

Severability

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

Option B: If a provision is deemed unenforceable, the parties agree to renegotiate in good faith to replace it with a valid and enforceable provision that achieves, to the extent possible, the original intentions of the parties.

Counterparts and 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. Electronic signatures shall have the same force and effect as original signatures.

Option B: This agreement must be executed in person with wet signatures.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Disclosing Party Name] By: [Disclosing Party Signature] Name: [Disclosing Party Printed Name] Title: [Disclosing Party Title] [Receiving Party Name] By: [Receiving Party Signature] Name: [Receiving Party Printed Name] Title: [Receiving Party Title]