Missouri partnership nda template

Missouri Partnership Non-Disclosure Agreement

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

[Partner 1 Full Legal Name], residing at [Partner 1 Address], and, if applicable, a [Partner 1 Business Entity Type] with its principal place of business at [Partner 1 Business Address] (“Partner 1”); and

[Partner 2 Full Legal Name], residing at [Partner 2 Address], and, if applicable, a [Partner 2 Business Entity Type] with its principal place of business at [Partner 2 Business Address] (“Partner 2”); and

[Partnership Full Legal Name], with its principal place of business at [Partnership Address] ("Partnership").

1. Definition of Confidential Information

"Confidential Information" means any information disclosed by or on behalf of the Partnership or a Partner (the "Disclosing Party") to another Partner (the "Receiving Party") that is not generally known to the public, whether disclosed orally, in writing, electronically, or by any other means. This includes, but is not limited to:

• Business plans
• Partnership strategies
• Financial records
• Proprietary processes
• Trade secrets as defined under Missouri Uniform Trade Secrets Act (§417.450 RSMo et seq.)
• Intellectual property
• Partnership agreements and amendments
• Client and vendor details
• Marketing materials
• Unique know-how
• Legal documents
• Supplier contracts
• Any information marked as confidential or disclosed in a reasonably confidential context.

2. Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Is disclosed with the prior written consent of the Disclosing Party.
• Is required to be disclosed by Missouri statute, court order, or regulatory requirement, provided that the Receiving Party provides prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.

3. Purpose Limitation

The Receiving Party agrees to use the Confidential Information solely for the purpose of:

• Evaluating or facilitating collaboration with the Partnership.
• Performing partnership-related duties.
• As expressly permitted in writing by the Disclosing Party.

The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, independent use, reverse engineering, or to obtain any benefit outside of the Partnership interests.

4. Standards for Safeguarding

The Receiving Party shall:

• Protect the Confidential Information from unauthorized disclosure using at least the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable standard of care, including reasonable physical, electronic, and procedural controls.
• Comply with Missouri common law and any relevant industry-specific safeguard requirements.
• Maintain a record of access to and use of the Confidential Information.

5. Obligations of Representatives

The Receiving Party shall ensure that its employees, agents, advisors, and affiliated entities (collectively, "Representatives") are bound by confidentiality terms at least as strict as those in this Agreement.

The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

6. Duration of Obligations

The obligations of non-disclosure and restricted use under this Agreement shall:

• Continue throughout the active period of the Partnership.
• Extend for a period of [Number] years after the termination of the Partnership with respect to general Confidential Information.
• Extend indefinitely with respect to trade secrets as defined under Missouri Uniform Trade Secrets Act (§417.450 RSMo et seq.).

7. Return or Destruction of Confidential Information

Upon the termination of the Partnership, the withdrawal of a partner, expiration of this Agreement, or written demand by the Disclosing Party, the Receiving Party shall:

• Promptly return all Confidential Information, including all copies, to the Disclosing Party.
• Option A: Destroy all Confidential Information, including all copies, and certify in writing to the Disclosing Party that such destruction has been completed.
• Option B: Continue to securely hold Confidential Information subject to the terms of this NDA and for archival purposes only, provided that no use is made of it.

8. Notification of Breach

In the event of any actual or threatened breach of this Agreement, unauthorized access to, or loss of Confidential Information, the Receiving Party shall:

• Promptly notify the Disclosing Party in writing.
• Cooperate fully with the Disclosing Party in any internal investigation, mitigation, and notice to affected parties in compliance with the Missouri Data Breach Notification Law (§407.1500 RSMo).

9. Remedies for Breach

The Parties agree that a breach of this Agreement may cause irreparable harm to the Disclosing Party. Therefore, in the event of a breach or threatened breach, the Disclosing Party shall be entitled to:

• Seek injunctive relief from a Missouri court of competent jurisdiction.
• Recover monetary damages.
• Recover reasonable attorneys' fees and costs incurred in enforcing this Agreement.
• Seek specific performance of the obligations under this Agreement, as allowed by Missouri courts.

10. Dispute Resolution

The Parties agree to resolve any disputes arising out of or relating to this Agreement through the following methods:

• First, attempt to resolve the dispute through good-faith discussions between the Parties.
• Second, if the dispute is not resolved through discussion, submit the dispute to mediation in [City, Missouri].
• Third, if mediation is unsuccessful, the dispute shall be resolved through:
  • Option A: Binding arbitration in accordance with the rules of the American Arbitration Association.
  • Option B: Litigation in the courts of [County] County, Missouri.

11. Governing Law and Venue

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 venue for any legal action arising out of or relating to this Agreement shall be in [County] County, Missouri.

12. Partnership-Specific Considerations

The Parties acknowledge that this Agreement is tailored to the realities of a partnership, including shared management control and overlapping access to Confidential Information.

The Parties understand the implications of partner withdrawal or expulsion on ongoing confidentiality obligations under Missouri partnership statutes (RSMo Chapter 358).

13. Compliance with Laws

The Parties agree to comply with all applicable Missouri state and federal data protection, privacy, and business regulations.

14. Severability

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

15. Assignment and Amendment

This Agreement may not be assigned or transferred by any Party without the prior written consent of all other Parties.

No amendment or modification of this Agreement shall be valid unless it is in writing and signed by all Parties.

16. Permitted Disclosures

Notwithstanding anything to the contrary herein, a Party may disclose Confidential Information to its legal, tax, or financial advisors, provided that such advisors are subject to equivalent confidentiality obligations and such disclosure is solely for purposes of the Partnership.

17. Third Party Beneficiaries

This Agreement is not intended to confer any rights or benefits on any third party, except as expressly stated herein.

18. 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.

19. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, and heirs, only as permitted under Missouri partnership law.

20. Acknowledgment

The Parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms and conditions.

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

____________________________

[Partner 1 Full Legal Name]

____________________________

[Partner 2 Full Legal Name]

____________________________

[Partnership Full Legal Name]

(Optional: Witness signatures or Notarization details can be added here according to Missouri requirements.)