Mississippi nda template

Mississippi Non-Disclosure Agreement

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

[Disclosing Party Name], residing at [Disclosing Party Address], hereinafter referred to as the “Disclosing Party,”

and

[Receiving Party Name], residing at [Receiving Party Address], hereinafter referred to as the “Receiving Party.”

WHEREAS, the Disclosing Party possesses certain confidential information that it desires to disclose to the Receiving Party; and

WHEREAS, the Receiving Party is willing to receive such confidential information from the Disclosing Party subject to the terms and conditions set forth in this Agreement.

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 the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, visually, tangibly, or intangibly, 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: [List specific examples of confidential information, e.g., financial data, customer lists, marketing plans, trade secrets].

Option B: "Confidential Information" includes, but is not limited to, trade secrets as defined under the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. § 75-26-1 et seq.), including formulas, patterns, compilations, programs, devices, methods, techniques, or processes, that (i) derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) are the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Option C: Confidential Information does NOT include information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
• 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, as evidenced by written records.
• Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides prompt notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy (consistent with Mississippi Rule of Civil Procedure 26(c)).

Purpose of Disclosure

Option A: The Disclosing Party is disclosing Confidential Information to the Receiving Party for the purpose of [State the specific purpose, e.g., evaluating a potential business transaction, discussing a possible employment relationship, exploring a joint venture].

Option B: The Receiving Party will use the Confidential Information solely for the purpose stated above and for no other purpose whatsoever.

Confidentiality Obligations

Option A: The Receiving Party agrees to protect the Confidential Information of the Disclosing 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. This includes, but is not limited to:

• Storing Confidential Information in a secure location.
• Limiting access to Confidential Information to only those employees, agents, or representatives who have a need to know such information for the Purpose of Disclosure and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• Implementing and maintaining appropriate security measures, including physical, technical, and administrative safeguards, to protect against unauthorized access, use, or disclosure of Confidential Information (consistent with Mississippi data breach notification laws, Miss. Code Ann. § 75-24-29).

Option B: The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted in the "Permitted Disclosures" section below.

Option C: The Receiving Party acknowledges that unauthorized disclosure or use of the Disclosing Party's trade secrets may cause irreparable harm for which monetary damages are inadequate.

Non-Use Restrictions

Option A: The Receiving Party agrees not to use the Confidential Information for any purpose other than the Purpose of Disclosure stated in this Agreement.

Option B: The Receiving Party shall not reverse engineer, disassemble, or decompile any Confidential Information that constitutes software, hardware, or other technology.

Permitted Disclosures

Option A: The Receiving Party may disclose Confidential Information to its employees, agents, consultants, and subcontractors who have a need to know such information for the Purpose of Disclosure, provided that such individuals are bound by written confidentiality agreements containing terms at least as restrictive as those contained herein.

Option B: If the Receiving Party is required to disclose Confidential Information pursuant to a legal proceeding, subpoena, or court order, 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.
• Cooperate with the Disclosing Party in seeking such protective order or other remedy.
• Disclose only such Confidential Information as is legally required and exercise reasonable efforts to obtain assurance that such Confidential Information will be treated confidentially.

Duration

Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the Effective Date of this Agreement.

Option B: With respect to any Confidential Information that constitutes a “trade secret” under the Mississippi Uniform Trade Secrets Act, the obligations of confidentiality under this Agreement shall continue indefinitely, for as long as such information remains a trade secret under applicable law.

Return or Destruction of Confidential Information

Option A: Upon the termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies, extracts, or other reproductions thereof.

Option B: Alternatively, upon the termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, destroy all Confidential Information in its possession or control, including all copies, extracts, or other reproductions thereof, and certify in writing to the Disclosing Party that such destruction has occurred.

Remedies for Breach

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 in any court of competent jurisdiction, without the necessity of posting a bond (consistent with Mississippi law regarding preliminary injunctions and temporary restraining orders).

Option B: In addition to injunctive relief, the Disclosing Party shall be entitled to recover from the Receiving Party all damages, including but not limited to direct, indirect, incidental, consequential, and special damages, arising from or relating to any breach of this Agreement, as well as reasonable attorney’s fees and costs.

Representations and Warranties

Option A: Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

Option B: The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to the Receiving Party.

Option C: The Receiving Party represents and warrants that its receipt and use of the Confidential Information will not violate any agreement or obligation it has to any third party.

Assignment and Transfer

Option A: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

Option B: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue until terminated as provided herein.

Option B: Either party may terminate this Agreement upon [Number] days written notice to the other party.

Option C: Termination of this Agreement shall not relieve the Receiving Party of its obligations of confidentiality, which shall survive termination as set forth in the “Duration” section above.

Governing Law and Jurisdiction

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.

Option B: 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], Mississippi, and the parties hereby consent to the jurisdiction of such courts.

Option C: Any dispute arising out of or relating to this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in [City, Mississippi].

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.

Integration Clause

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, between the parties with respect to such subject matter, including any prior NDAs between the parties.

Amendment

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

Execution

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: This Agreement may be executed by electronic signature, which shall have the same force and effect as an original signature under Mississippi law (Mississippi Uniform Electronic Transactions Act, Miss. Code Ann. § 75-12-1 et seq.).

Optional Clauses

No License Grant: Nothing in this Agreement shall be construed as granting the Receiving Party any license or other rights to use the Disclosing Party’s Confidential Information, including any intellectual property rights.

No Obligation to Proceed: Nothing in this Agreement shall obligate either party to enter into any further agreement or business relationship.

Disclaimer of Warranties: THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION.

Compliance with Mississippi Uniform Trade Secrets Act: It is the intent of the parties that the trade secret protections afforded by the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. § 75-26-1 et seq.) be fully applicable to this Agreement.

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

____________________________

[Disclosing Party Name]

____________________________

[Receiving Party Name]