Nebraska nda template

Nebraska Non-Disclosure Agreement

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

• [Disclosing Party Legal Name], a [Entity Type, e.g., Corporation] with its principal place of business at [Disclosing Party Business Address], hereinafter referred to as "Disclosing Party," and
• [Receiving Party Legal Name], a [Entity Type, e.g., Limited Liability Company] with its principal place of business at [Receiving Party Business Address], hereinafter referred to as "Receiving Party."

This is a:

• Unilateral Agreement (only the Disclosing Party is disclosing confidential information).
• Mutual Agreement (both parties are disclosing confidential information).

This Agreement is entered into in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

Purpose:

• Option A: The purpose of this Agreement is to protect the Disclosing Party’s confidential information disclosed to the Receiving Party for the purpose of evaluating a potential business relationship.
• Option B: The purpose of this Agreement is [Describe specific purpose of the NDA].

Definition of Confidential Information:

• Option A: "Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, whether 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. Confidential Information includes, but is not limited to:
  • Technical information, including designs, drawings, specifications, models, data, source code, object code, documentation, diagrams, research, development, processes, procedures, and know-how.
  • Business information, including pricing, marketing plans, customer lists, sales data, financial information, and business strategies.
• Option B: "Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party.
• Exclusions to Confidential Information:
  • Option A: Confidential Information does not include information that:
    • is or becomes publicly available through no fault of the Receiving Party;
    • was 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; or
    • is rightfully received by the Receiving Party from a third party without restriction on disclosure.
  • Option B: There are no exclusions to Confidential Information.

Obligations of Receiving Party:

• The Receiving Party shall:
  • protect the Confidential Information from unauthorized disclosure or use with the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.
  • use the Confidential Information solely for the Purpose stated above.
  • restrict access to the Confidential Information to those of its employees, agents, or contractors who have a need to know such information for the Purpose stated above and who are bound by confidentiality obligations no less restrictive than those contained herein.
• The Receiving Party shall not:
  • disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
  • reverse engineer, decompile, or disassemble any Confidential Information that is in tangible form.

Permitted Use:

• Option A: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating a potential business relationship with the Disclosing Party.
• Option B: The Receiving Party shall use the Confidential Information solely for [Describe specific permitted use].
• Option C: The Receiving Party shall use the Confidential Information for [Describe Permitted Use 1] and [Describe Permitted Use 2].

Exceptions to Confidentiality:

• Option A: The obligations of confidentiality under this Agreement shall not apply to information that the Receiving Party is legally compelled to disclose by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure, and provides the Disclosing Party a reasonable opportunity to seek a protective order or other appropriate remedy.
• Option B: The obligations of confidentiality under this Agreement shall not apply to information that the Receiving Party is legally compelled to disclose by law, regulation, or court order.
• Option C: No exceptions to confidentiality are applicable.

Term:

• Option A: This Agreement shall commence on the date first written above and shall continue in full force and effect for a period of [Number] years.
• Option B: This Agreement shall commence on the date first written above and shall continue until the Confidential Information is no longer considered confidential.
• Option C: This Agreement shall commence on the date first written above and shall terminate upon [Describe triggering event].

Return or Destruction of Confidential Information:

• Option A: Upon the termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, including all copies, extracts, and other reproductions thereof. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with the requirements of this section.
• Option B: Upon the termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall destroy all Confidential Information in its possession or control, including all copies, extracts, and other reproductions thereof. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with the requirements of this section.
• Option C: The Receiving Party is not required to return or destroy confidential information.

Remedies for Breach:

• Option A: The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief to prevent any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity, including monetary damages.
• Option B: The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief to prevent any such unauthorized disclosure or use.
• Option C: In the event of a breach of this agreement, the Disclosing Party shall be entitled to seek all remedies available at law or in equity, including monetary damages.

Governing Law and Jurisdiction:

• This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in [County Name] County, Nebraska, for any action or proceeding arising out of or relating to this Agreement.
• Alternative: This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name], without regard to its conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in [County Name] County, [State Name], for any action or proceeding arising out of or relating to this Agreement.

Dispute Resolution:

• Option A: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in [City, State].
• Option B: Any dispute arising out of or relating to this Agreement shall be submitted to non-binding mediation in [City, State] before resorting to litigation.
• Option C: The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County Name] County, Nebraska.

Assignment:

• Option A: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.
• Option B: The Receiving Party may not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the Disclosing Party. The Disclosing party is allowed to assign this Agreement.
• Option C: Either party may assign this Agreement without the other parties' consent.

Additional Obligations:

• Option A: The Receiving Party acknowledges that the Confidential Information may be subject to export control laws and regulations. The Receiving Party agrees to comply with all applicable export control laws and regulations with respect to the Confidential Information.
• Option B: The Receiving Party shall comply with all applicable privacy laws and regulations with respect to the Confidential Information, including but not limited to [List Specific Privacy Laws].
• Option C: No additional obligations apply.

Non-Disparagement:

• Option A: The Receiving Party agrees not to make any disparaging or negative statements about the Disclosing Party, its products, services, or employees, either during the term of this Agreement or at any time thereafter.
• Option B: There is no non-disparagement clause in this agreement.

Confidentiality of Agreement:

• Option A: The existence and terms of this Agreement shall be considered Confidential Information and shall not be disclosed by either party without the prior written consent of the other party, except as required by law.
• Option B: The existence and terms of this Agreement are not considered Confidential Information.

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 written instrument signed by both parties.

Severability:

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

Waiver:

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.

Counterparts:

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 considered original signatures for all purposes.

Nebraska-Specific Considerations:

The parties acknowledge that any restrictive covenants (e.g., non-compete, non-solicitation) included in or related to this Agreement are subject to Nebraska law, which requires such covenants to be reasonable with respect to legitimate business interests, scope (duration, geography, and subject matter), and Nebraska public policy.

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

[Disclosing Party Legal Name]

By: [Disclosing Party Name]

Title: [Disclosing Party Title]

Date: [Date]

[Receiving Party Legal Name]

By: [Receiving Party Name]

Title: [Receiving Party Title]

Date: [Date]