Missouri mutual nda template

Missouri Mutual Non-Disclosure Agreement

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

• [Discloser Name], a [Discloser Entity Type] with its principal place of business at [Discloser Address] ("Discloser"), and
• [Recipient Name], a [Recipient Entity Type] with its principal place of business at [Recipient Address] ("Recipient").

WHEREAS, Discloser and Recipient desire to exchange certain confidential information for the purpose of [Purpose of Disclosure, e.g., evaluating a potential business relationship, performing a joint project].

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

1. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed 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. This includes, but is not limited to:

• Business plans
• Financial records
• Technical data
• Product designs
• Prototypes
• Intellectual property
• Sales figures
• Marketing strategies
• Customer and vendor information
• Contracts
• Employee and personnel data
• Trade secrets as defined by the Missouri Uniform Trade Secrets Act (MUTSA)

2. Exclusions from Confidential Information

The obligations of confidentiality under this Agreement shall not apply to information that:

• Option A: is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement.
• Option B: was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.
• Option C: is rightfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation with respect to such information.
• Option D: is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records.
• Option E: is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement (to the extent legally permissible) and reasonably cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

3. Permitted Use

The Receiving Party shall use the Disclosing Party’s Confidential Information solely for the purpose of [Specify Purpose, e.g., evaluating the potential business relationship, performing the project] (the "Purpose"). The Receiving Party shall not use the Confidential Information for any other purpose, or for its own benefit or the benefit of any third party, without the prior written consent of the Disclosing Party.

4. Protection of Confidential Information

The Receiving Party shall protect the Disclosing Party’s Confidential Information with at least 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. The Receiving Party shall:

• Option A: Limit access to the Confidential Information to its employees, contractors, and agents (collectively, "Representatives") who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Option B: Implement and maintain appropriate technical, administrative, and physical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, taking into account the sensitivity of the Confidential Information and the risks involved.
• Option C: Implement and maintain data encryption on all storage devices.
• Option D: Employ password protection on all devices.
• Option E: Secure all physical documents in locked filing cabinets or offices.

5. Term

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of:

• Option A: Three (3) years
• Option B: Five (5) years
• Option C: Ten (10) years

from the date of disclosure of the Confidential Information. Notwithstanding the foregoing, the Receiving Party’s obligations with respect to Confidential Information that constitutes a trade secret under the Missouri Uniform Trade Secrets Act (MUTSA) shall continue for as long as such information remains a trade secret under MUTSA.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party’s written request, or upon termination of this Agreement, the Receiving Party shall promptly:

• Option A: Return to the Disclosing Party all tangible embodiments of the Confidential Information, including all copies, extracts, and summaries thereof.
• Option B: Destroy all tangible embodiments of the Confidential Information, including all copies, extracts, and summaries thereof, and certify in writing to the Disclosing Party that such destruction has been completed.

The Receiving Party shall also, at Disclosing Party’s option, delete or render inaccessible all electronic copies of the Confidential Information from its computer systems and storage devices and certify in writing to the Disclosing Party that such deletion or rendering inaccessible has been completed.

7. Notification of Unauthorized Disclosure

The Receiving Party shall immediately, but in no event later than [Number] hours, notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information and shall take all reasonable steps to prevent further unauthorized use or disclosure. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation or litigation relating to such unauthorized use or disclosure.

8. Remedies

The Receiving Party acknowledges that unauthorized use or disclosure of the Disclosing Party’s Confidential Information 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 in the state or federal courts located in Missouri to prevent any such unauthorized use or disclosure, in addition to any other remedies available at law or in equity. The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Agreement by the Receiving Party or its Representatives.

9. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If the dispute is not resolved through negotiation within [Number] days, the parties shall submit the dispute to mediation in [City, State].
• If the dispute is not resolved through mediation, the parties may pursue any other available legal or equitable remedies in the state or federal courts located in Missouri.

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles. The parties agree that 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 Missouri, and the parties hereby consent to the jurisdiction of such courts.

10. Compliance with Missouri Law

This Agreement is intended to comply with all applicable Missouri laws, including, without limitation, the Missouri Uniform Trade Secrets Act, the Missouri Merchandising Practices Act (if applicable), and any other relevant Missouri data privacy laws or regulations.

11. No Restraint of Lawful Employment

Nothing in this Agreement shall be construed to restrict or interfere with the lawful employment of any individual, consistent with Missouri law and public policy regarding reasonable restraints of trade. This Agreement is not intended to create any non-compete or non-solicitation obligations (unless a separate, enforceable agreement specifically addresses those issues).

12. Representations and Warranties

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.

13. Entire Agreement; Amendment; Waiver

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

14. Assignment; Successors

This Agreement may not be assigned by either party without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

15. Third-Party Disclosures

The Receiving Party may disclose Confidential Information to its Representatives, provided that such Representatives have a need to know the Confidential Information for the Purpose and are bound by confidentiality obligations at least as protective as those contained in this Agreement.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable under Missouri law, the remaining provisions of this Agreement shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the economic, business, and other purposes of the invalid or unenforceable provision.

17. Electronic Signatures

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. Facsimile, PDF, or other electronic signatures shall be deemed acceptable and binding for all purposes under the Missouri Uniform Electronic Transactions Act (UETA).

18. Legal Advice

Each party acknowledges that it has had the opportunity to seek independent legal advice regarding the terms and conditions of this Agreement.

19. Compliance with Law

Nothing in this Agreement shall be construed to require either party to take any action that would violate any applicable law, rule, or regulation.

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

[Discloser Name]

By: [Discloser Authorized Signature]

Name: [Discloser Printed Name]

Title: [Discloser Title]

[Recipient Name]

By: [Recipient Authorized Signature]

Name: [Recipient Printed Name]

Title: [Recipient Title]