Mississippi partnership nda template

Mississippi Partnership Non-Disclosure Agreement

This Mississippi Partnership Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date], by and among:

[Partner Name 1], residing at [Address 1], and doing business as [Business Entity 1] with a principal place of business at [Business Address 1] (hereinafter “Partner 1”); and

[Partner Name 2], residing at [Address 2], and doing business as [Business Entity 2] with a principal place of business at [Business Address 2] (hereinafter “Partner 2”); and

[Partner Name 3 (if applicable)], residing at [Address 3], and doing business as [Business Entity 3] with a principal place of business at [Business Address 3] (hereinafter “Partner 3”).

Each is referred to individually as “Partner” and collectively as “Partners”.

1. Definition of Confidential Information

“Confidential Information” means any and all information disclosed by one Partner to another, whether orally, in writing, electronically, or by any other means, relating to the Partnership, including but not limited to:

• Partnership formation documents and agreements.
• Business plans, strategies, and marketing information.
• Operational procedures, manuals, and training materials.
• Financial and tax information, including projections and reports.
• Partner capital contributions and profit/loss allocation methods.
• Client lists, vendor lists, and related contract terms.
• Proprietary processes, technologies, and know-how.
• Intellectual property owned or licensed by the Partnership.
• Legal and regulatory compliance records.
• Internal communications, including emails and memos.

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes publicly available through no fault of the receiving Partner.
• Was rightfully known or obtained by the receiving Partner prior to disclosure without any obligation of confidentiality.
• Is independently developed by the receiving Partner without use of or reference to the disclosing Partner’s Confidential Information.
• Is required to be disclosed by Mississippi law, a valid subpoena, or court order.

If a Partner is required to disclose Confidential Information under this clause, they shall provide prompt written notice to the other Partners prior to such disclosure, unless prohibited by law.

3. Use of Confidential Information

The Partners agree to use the Confidential Information solely for the purposes of:

• Negotiating, forming, and operating the Partnership.
• Performing due diligence related to the Partnership.
• Achieving the objectives of the Partnership as outlined in the Partnership Agreement and in accordance with the Mississippi Uniform Partnership Act (Miss. Code Ann. § 79-13-101 et seq.).

The Partners shall not use or disclose the Confidential Information for any other purpose, including:

• Personal gain or benefit.
• Competition with the Partnership.
• Any purpose not directly related to the Partnership’s objectives.

4. Obligations of Confidentiality

Each Partner agrees to:

• Protect the Confidential Information with the same degree of care that they use to protect their own confidential information of a similar nature, but no less than reasonable care.
• Restrict access to the Confidential Information to only those employees, contractors, advisors, and agents who have a need to know such information for the purposes of the Partnership and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Be responsible and liable for any breach of this Agreement by their employees, contractors, advisors, or agents.

5. Data Security

Each Partner shall maintain reasonable administrative, technical, and physical safeguards to protect the Confidential Information from unauthorized use, access, loss, or disclosure, including but not limited to:

• Secure storage of electronic and physical documents.
• Limiting access to Confidential Information to authorized personnel.
• Implementing appropriate data encryption and security protocols.

If the Confidential Information includes sensitive personal data, Partners must comply with Miss. Code Ann. § 75-24-29 regarding data breach notification and other applicable Mississippi data security laws.

6. Term

The obligations of confidentiality under this Agreement shall:

• Option A: Remain in effect during the term of the Partnership.
• Option B: Remain in effect during the term of the Partnership and for [Number] years after the dissolution of the Partnership or a Partner’s withdrawal.
• Option C: Remain in effect indefinitely for information constituting a trade secret under Mississippi’s Uniform Trade Secrets Act (Miss. Code Ann. § 75-26-1 et seq.).

7. Return or Destruction of Confidential Information

Upon termination of the Partnership, completion of its purpose, or at the written request of the disclosing Partner, each Partner shall:

• Promptly return all Confidential Information, including originals and copies, in all formats, including electronic backups.
• Alternatively, at the disclosing Partner’s option, destroy all Confidential Information and certify such destruction in writing.

8. Notice of Breach

Each Partner shall immediately notify all other Partners in writing upon becoming aware of any actual or suspected breach of this Agreement, unauthorized use, or compelled disclosure of Confidential Information. The breaching Partner shall cooperate fully in any investigation, mitigation, and remediation efforts.

9. Remedies for Breach

In the event of a breach of this Agreement, the non-breaching Partners shall be entitled to:

• Compensatory damages for all losses suffered as a result of the breach.
• Equitable relief, including injunctive relief and specific performance.
• Recovery of reasonable attorney’s fees, to the extent permitted by Mississippi law and the Partnership Agreement.

Option A: The Parties agree that liquidated damages in the amount of [Dollar Amount] would be an appropriate remedy for a breach of this agreement.

Option B: The Parties agree that liquidated damages are inappropriate in this instance.

10. Choice of Law and Jurisdiction

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 under this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Mississippi.

11. Dispute Resolution

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 is unsuccessful, the Partners agree to submit the dispute to mediation in [City, Mississippi].
• If mediation is unsuccessful:

Option A: The parties agree to submit to binding arbitration in accordance with the Mississippi Uniform Arbitration Act.

Option B: The parties agree to submit to the jurisdiction of the courts of the State of Mississippi as defined above.

12. Compliance with Laws

Nothing in this Agreement shall be construed to restrict any Partner’s ability to comply with Mississippi’s Sunshine Laws, public records acts, or other mandatory transparency obligations. This Agreement shall not override any statutory duties under Mississippi law or allow for any illegal restrictions on reporting illegal conduct.

13. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Amendment: This Agreement may be amended only by a written instrument signed by all Partners.
• Integration: 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.
• Notice: All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.

14. Regulated Industries (If Applicable)

• Option A: This partnership does not operate within a regulated industry.
• Option B: This partnership operates within the [Industry Name] industry and is subject to [Relevant Federal/Mississippi Regulations, e.g., HIPAA, SEC regulations]. Confidential Information will be handled in compliance with all applicable regulations.

15. Prior Disclosures

• All Confidential Information disclosed prior to the effective date of this Agreement, during the partnership negotiation phase, is also subject to the terms and conditions of this Agreement.

16. Trade Secrets and Export Controls

• The Parties agree to clearly identify any Confidential Information they deem to be a trade secret or subject to export controls or other legal regimes.

17. Fiduciary Duties

• This Agreement supplements and does not supersede the Partners' fiduciary duties to each other under Mississippi law.

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

[Partner Name 1]

By: [Signature 1]

Title: [Title 1]

[Partner Name 2]

By: [Signature 2]

Title: [Title 2]

[Partner Name 3 (if applicable)]

By: [Signature 3]

Title: [Title 3]