Nebraska mutual nda template

Nebraska Mutual Nondisclosure Agreement

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

[Disclosing Party Name], a [Entity Type, e.g., Corporation, LLC] with its principal place of business at [Disclosing Party Address] ("Disclosing Party"),

and

[Receiving Party Name], a [Entity Type, e.g., Corporation, LLC] with its principal place of business at [Receiving Party Address] ("Receiving Party").

WHEREAS, Disclosing Party and Receiving Party desire to engage in discussions regarding [Brief Description of Purpose of Agreement]; and

WHEREAS, in connection with such discussions, each party may disclose to the other party certain confidential information that the disclosing party desires the receiving party to protect from unauthorized use and disclosure;

NOW, THEREFORE, in consideration of the foregoing premises and 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 either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, 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, technical data, trade secrets as defined by the Nebraska Trade Secrets Act (Neb. Rev. Stat. § 87-501 et seq.), business methods, customer and supplier lists, financial statements, marketing plans, pricing strategies, proprietary algorithms, software source code, product specifications, vendor agreements, unpublished inventions, and all information disclosed in writing, orally, visually, electronically, or by other means during the relationship.

Option B: "Confidential Information" means the following specific information: [Specifically list the Confidential Information, e.g., Prototype designs, marketing strategies for Product X, financial forecasts for FY24]. This includes, but is not limited to, technical data, trade secrets as defined by the Nebraska Trade Secrets Act (Neb. Rev. Stat. § 87-501 et seq.), business methods, customer and supplier lists, financial statements, marketing plans, pricing strategies, proprietary algorithms, software source code, product specifications, vendor agreements, unpublished inventions, and all information disclosed in writing, orally, visually, electronically, or by other means during the relationship.

Option C: "Confidential Information" shall specifically include all [Type of Information, e.g. Customer Information] collected and handled under the scope of this agreement, in accordance with [Nebraska Statute Relevant to Data Privacy]. This includes, but is not limited to, technical data, trade secrets as defined by the Nebraska Trade Secrets Act (Neb. Rev. Stat. § 87-501 et seq.), business methods, customer and supplier lists, financial statements, marketing plans, pricing strategies, proprietary algorithms, software source code, product specifications, vendor agreements, unpublished inventions, and all information disclosed in writing, orally, visually, electronically, or by other means during the relationship.

Exclusions from Confidentiality

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

• Is or becomes publicly available through no fault of the Receiving Party.
• Was already lawfully in the possession of the Receiving Party prior to 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 lawfully obtained by the Receiving Party from a third party who is not bound by any obligation of confidentiality to the Disclosing Party.
• Is required to be disclosed by Nebraska law, court order, or governmental regulation, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent permitted by law) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

Option B: Confidential information does not include any information that is (i) disclosed in a patent application filed by Disclosing Party, or (ii) generally known within [Relevant Industry].

Use of Confidential Information

Option A: The Receiving Party shall use the Disclosing Party's Confidential Information solely for the purpose of [State the Limited Purpose, e.g., evaluating a potential business transaction, performing services under a contract]. The Receiving Party shall not use the Disclosing Party's Confidential Information for any other purpose, including, without limitation, reverse engineering, competitive use, resale, or unauthorized sharing.

Option B: Receiving party is allowed to use confidential information for the following purpose: [State the Limited Purpose, e.g., Project Development]. All other uses require express written permission.

Protection of Confidential Information

Option A: 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 implement and maintain appropriate administrative, physical, and electronic security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to, encryption, password protection, access controls, restricted personnel access, record-keeping, and destruction protocols.

Option B: The Receiving party shall maintain the following standards of protection for confidential information:

• All data shall be encrypted using [Encryption Standard, e.g., AES-256].
• Physical access to data servers will be restricted to authorized personnel only.
• All personnel with access to confidential information will undergo mandatory training annually.

Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon [Number] days written notice to the other party. The obligations of confidentiality under this Agreement shall survive termination for a period of [Number] years, except that the obligation to protect trade secrets shall continue in perpetuity as protected under Nebraska law.

Option B: The period of confidentiality for trade secrets shall be [Number] years, while the period for other confidential information will be [Number] years.

Return of Confidential Information

Option A: Upon 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, notes, summaries, backups, or extracts thereof, or, at the Disclosing Party's option, shall certify in writing to the Disclosing Party that it has destroyed all such Confidential Information.

Option B: Upon termination, the Receiving Party must return the information within [Number] business days and provide a certification of destruction within [Number] business days.

Notification of Unauthorized Disclosure

Option A: The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized disclosure, suspected breach, or data loss involving the Disclosing Party's Confidential Information. The Receiving Party shall cooperate with the Disclosing Party in investigating and mitigating any such unauthorized disclosure, breach, or loss.

Option B: Such notification must occur within [Number] hours of discovery.

Remedies for Breach

Option A: The parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement by the Receiving Party and that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs. This is subject to Nebraska case law on liquidated damages.

Option B: In the event of a breach, the breaching party will be liable for all actual damages, and the non-breaching party may seek injunctive relief.

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Nebraska]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City, Nebraska] in accordance with the rules of the American Arbitration Association. The laws of the State of Nebraska shall govern the interpretation and enforcement of this Agreement.

Option B: Any legal action will take place in [County], Nebraska, and shall be governed by Nebraska law.

Nebraska Law Compliance

Option A: The parties acknowledge and agree that this Agreement is intended to comply with all applicable Nebraska statutes, including, without limitation, the Nebraska Trade Secrets Act (Neb. Rev. Stat. § 87-501 et seq.), the Nebraska Financial Data Protection and Consumer Notification of Data Security Breach Act of 2006, and Nebraska contract law.

Option B: Any provision that conflicts with Nebraska State law shall be automatically amended to comply.

Consideration

Option A: The parties acknowledge that adequate consideration exists for the mutual exchange of Confidential Information contemplated by this Agreement.

Option B: Consideration is defined as [Description of Consideration Provided].

Amendment and Waiver

Option A: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Option B: Any waiver must be express, and in writing, to be considered valid.

Electronic Signatures

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. Electronic signatures shall be treated as original signatures for all purposes.

Option B: Parties agree to receive communications electronically at [Email Addresses].

Notices

Option A: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier to the addresses set forth above.

Option B: Legal Notices can also be delivered to the following email addresses: [Email Addresses].

Relationship Type

Option A: This is a mutual NDA intended to protect both parties during [Description of Relationship, e.g., a joint venture].

Option B: The relationship covered is as follows: [Description of Relationship, e.g., Employment].

Third Parties

Option A: Receiving party shall obtain written agreements with third parties or subcontractors in Nebraska who may access confidential information.

Option B: The following specific third parties are authorized to access confidential information under the terms of this agreement: [List of Third Parties].

Indirect Disclosure

Option A: Prohibition of indirect disclosures is in place, binding the employees, contractors, agents, and representatives of the contracting parties.

Option B: The Receiving Party shall be liable for disclosures made by its employees or contractors even if not direct disclosures by the Receiving Party itself.

Severability

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

Option B: Any invalid provision will be replaced with a provision as similar as possible that is valid under Nebraska Law.

Entire Agreement

Option A: 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.

Option B: No external agreements shall have any effect on this agreement unless explicitly referenced.

Injunctive Relief

Option A: The parties agree that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to injunctive relief to prevent any actual or threatened breach of this Agreement.

Option B: The Disclosing Party need not show irreparable harm beyond a simple breach of the agreement to seek injunctive relief.

No Employment

Option A: Nothing in this Agreement shall be construed to create any employment, joint venture, or agency relationship between the parties.

Option B: This agreement does not create any binding obligation to create any other legal relationships in the future.

Public Statements

Option A: Neither party shall make any public statement or press release regarding this Agreement or the relationship between the parties without the prior written consent of the other party.

Option B: All press releases must be jointly approved by both parties.

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

____________________________

[Disclosing Party Name]

By: [Disclosing Party Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

____________________________

[Receiving Party Name]

By: [Receiving Party Signature]

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title]