Missouri nda template

Missouri Non-Disclosure Agreement

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

[Disclosing Party Name], a [Disclosing Party Entity Type] with its principal place of business at [Disclosing Party Address], hereinafter referred to as "Disclosing Party,"

and

[Receiving Party Name], a [Receiving Party Entity Type] with its principal place of business at [Receiving Party Address], hereinafter referred to as "Receiving Party."

Purpose

The parties are considering a potential business relationship regarding [Brief Description of Relationship, e.g., "a potential joint venture," "Receiving Party's employment with Disclosing Party," "evaluation of Disclosing Party's technology"].

• Option A: Detailed Statement of Intent: [Detailed description of the contemplated transaction or relationship]
• Option B: No further statement of intent.

Definition of Confidential Information

"Confidential Information" means any information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by any other means, that is:

• Option A: All information disclosed.
• Option B: Information clearly identified as confidential at the time of disclosure.
  • Includes, but is not limited to: business plans, technical data, client lists, financials, software, inventions, prototypes, and trade secrets.
  • Oral information is considered confidential if:
    • Option A: It is identified as confidential at the time of disclosure and confirmed in writing within [Number] days.
    • Option B: Oral Information will NOT be considered Confidential Information.
  • Electronic materials are covered if:
    • Option A: Marked as Confidential when sent, or reasonably identifiable as confidential from context.
    • Option B: Electronic materials will NOT be considered Confidential Information.

Exclusions from Confidentiality

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

• Is already known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party’s written records.
• Is or becomes publicly available through no fault of Receiving Party.
• Is rightfully received by Receiving Party from a third party without any obligation of confidentiality.
• Is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information, as evidenced by Receiving Party’s written records.
• Is required to be disclosed by law or regulation.

Obligations of Receiving Party

Receiving Party agrees:

• To protect the Confidential Information of Disclosing Party.
  • Option A: To use at least a reasonable standard of care to protect the Confidential Information.
  • Option B: To use the highest standard of care to protect the Confidential Information.
• To only use the Confidential Information for the purpose described in this Agreement.
• To restrict access to the Confidential Information to only those employees, consultants, or advisors who:
  • Have a need to know the information.
  • Have agreed to be bound by similar confidentiality obligations.

Term

This Agreement shall commence on the Effective Date and shall remain in effect for a period of:

• Option A: [Number] years from the Effective Date.
• Option B: An indefinite period.
• Option C: Until the completion of [Project Name].

Permitted Disclosures

Receiving Party may disclose Confidential Information:

• To its employees, consultants, affiliates, and legal advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.
• If required by law, regulation, or court order, provided that Receiving Party:
  • Provides Disclosing Party with prompt notice of such requirement.
  • Cooperates with Disclosing Party, at Disclosing Party’s expense, in seeking a protective order or other appropriate remedy.

Return or Destruction of Confidential Information

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

• Option A: Promptly return all Confidential Information to Disclosing Party, including all copies thereof.
• Option B: Destroy all Confidential Information, including all copies thereof, and certify in writing to Disclosing Party that such destruction has occurred.
• Return or Destroy within [Number] days.

Remedies for Breach

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party, for which monetary damages would be inadequate. Therefore, Disclosing Party shall be entitled to:

• Injunctive relief to restrain any such unauthorized disclosure or use.
• Recovery of all damages sustained as a result of such breach, including reasonable attorneys' fees and costs.
• Option A: Specific performance.
• Option B: No specific performance.

Dispute Resolution

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

• Option A: Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Option B: Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, State].
• Option C: Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City, State].
• Option D: Litigation: If other methods fail, the dispute shall be resolved in the state or federal courts located in [County, State].

This Agreement shall be governed by and construed in accordance with the laws of the State of:

• Option A: Missouri.
• Option B: [State].

(Note: Under Missouri law, enforceability of NDAs is subject to reasonableness, geographic scope, and duration.)

Mutual or Unilateral Agreement

This Agreement is:

• Option A: Mutual – both parties may disclose Confidential Information.
• Option B: Unilateral – only Disclosing Party will disclose Confidential Information. (If chosen, review and remove clauses as necessary.)

Assignment

This Agreement:

• Option A: May not be assigned or transferred by either party without the prior written consent of the other party.
• Option B: May be assigned to a successor in interest.

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. If any provision is deemed overbroad or unenforceable under Missouri law, it shall be modified to be reasonable.

Entire Agreement

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.

Amendment

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

Missouri-Specific Provisions (Employment-Related NDAs)

• Option A: (For employment-related NDAs): Nothing in this Agreement shall prevent Receiving Party (employee) from reporting instances of discrimination or harassment to the appropriate governmental agencies, as required or permitted by applicable law.
• Option B: (For employment-related NDAs with non-compete/non-solicit): The Receiving Party agrees that during their employment and for a period of [Number] years thereafter, they will not directly or indirectly compete with the Disclosing Party within a [Geographic Area, e.g., "50-mile radius of Disclosing Party's principal place of business"], nor solicit the Disclosing Party's employees or clients. The Parties agree this is a reasonable scope, duration and geographic area under Missouri law.

No Obligation to Contract

Nothing in this Agreement shall create any obligation on either party to enter into any further agreement.

No License

This Agreement does not grant to Receiving Party any license or intellectual property rights to the Confidential Information.

• Option A: Except as expressly set forth in a separate written agreement.

Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon:

• Personal delivery.
• Mailed by certified or registered mail, return receipt requested, postage prepaid.
• Sent by email with confirmation of receipt.

To the addresses set forth above.

Defend Trade Secrets Act (DTSA) Notice

(Optional - For agreements involving trade secrets)

Receiving Party acknowledges that pursuant to 18 U.S.C. Section 1833(b), an individual cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is (A) made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Enforceability

If any provision of this Agreement is held to be invalid or unenforceable under Missouri or federal law, such provision shall be struck and the remaining provisions shall remain in full force and effect. To the extent permitted by law, a court may modify an invalid or unenforceable provision to make it valid and enforceable.

Special Clauses

(Optional - Add if needed)

• Non-Disparagement: [Clause Text]
• Non-Circumvention: [Clause Text]
• Other: [Clause Text]

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

Date: [Date]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

Date: [Date]

Acknowledgement (Optional)

State of Missouri, County of [County Name]

On this [Date], before me, [Notary Name], personally appeared [Disclosing Party Representative Name] and [Receiving Party Representative Name], known to me (or satisfactorily proven) to be the persons whose names are subscribed to the foregoing instrument, and acknowledged that they executed the same for the purposes therein contained.

[Notary Public Signature]

[Notary Public Printed Name]

[Notary Public Commission Number]

[Notary Public Commission Expiration Date]