Nebraska partnership nda template

Nebraska Partnership Non-Disclosure Agreement

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

• [Partner A Legal Name], a [State] [Entity Type] with its principal place of business at [Partner A Address], represented by [Partner A Representative Name], [Partner A Representative Title], contact information: [Partner A Representative Phone Number], [Partner A Representative Email Address] ("Partner A");
• [Partner B Legal Name], a [State] [Entity Type] with its principal place of business at [Partner B Address], represented by [Partner B Representative Name], [Partner B Representative Title], contact information: [Partner B Representative Phone Number], [Partner B Representative Email Address] ("Partner B");
• [Partner C Legal Name (if applicable)], a [State] [Entity Type] with its principal place of business at [Partner C Address], represented by [Partner C Representative Name], [Partner C Representative Title], contact information: [Partner C Representative Phone Number], [Partner C Representative Email Address] ("Partner C").

(Each a "Partner" and collectively, the "Partners").

1. Definition of Confidential Information

Confidential Information means any non-public information disclosed by one Partner (the "Disclosing Partner") to another Partner (the "Receiving Partner") relating to the Partnership, whether disclosed orally, visually, in writing, electronically, or by any other means. Confidential Information includes, but is not limited to:

• Business methods
• Financial records
• Partnership formation documents
• Proprietary processes
• Trade Secrets (as defined under Nebraska Uniform Trade Secrets Act, Neb. Rev. Stat. §§ 87-501 to 87-507)
• Current and prospective client data
• Supplier lists
• Marketing strategies
• Intellectual property
• Technical information
• Inventions
• Business plans
• Employee data
• Any other non-public information

2. Exclusions from Confidentiality

The obligations under this Agreement do not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Partner.
• Was already lawfully known to the Receiving Partner prior to its disclosure by the Disclosing Partner, and such prior knowledge can be demonstrably evidenced by the Receiving Partner.
• Is independently developed by the Receiving Partner without use of or reference to the Disclosing Partner’s Confidential Information, and such independent development can be demonstrably evidenced by the Receiving Partner.
• Is required to be disclosed by court order, subpoena, or Nebraska law, provided that the Receiving Partner provides the Disclosing Partner with prompt written notice of such requirement (to the extent legally permissible) and cooperates with the Disclosing Partner, at the Disclosing Partner’s expense, in seeking a protective order or other appropriate remedy.

3. Permitted Use

Confidential Information may be used solely for the purpose of:

• Furthering the interests of the defined Partnership relationship.
• Fulfilling specific Partnership functions.
• Supporting agreed collaboration.

Confidential Information shall not be used for any other purpose, including personal or competitive use, or disclosed to any third party without the Disclosing Partner's prior written consent.

4. Standard of Care

The Receiving Partner shall protect the Disclosing Partner'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 consistent with Nebraska business practices.

• The Receiving Partner shall restrict access to the Confidential Information to only those partners or designated personnel with a clear need-to-know basis for the purposes outlined in Section 3.
• The Receiving Partner shall maintain reasonable internal controls regarding the storage, access, internal sharing, transport, encryption (if electronic), and destruction of the Confidential Information.

5. Term

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

• Option A: For a period of [Number] years following the termination of the Partnership.
• Option B: For as long as the information remains confidential and qualifies as a trade secret under Nebraska law.

6. Return of Materials

Upon termination of the Partnership, or at any time upon the Disclosing Partner's written request, the Receiving Partner shall promptly return or, at the Disclosing Partner’s option, certify the destruction of all Confidential Information, including all copies, notes, and reproductions, regardless of the information carrier or format.

7. Notice of Disclosure

The Receiving Partner shall immediately notify the Disclosing Partner upon discovery of any suspected or actual misuse, loss, unauthorized access, or legal request involving Confidential Information. The Receiving Partner shall cooperate in good faith with the Disclosing Partner in investigating, mitigating, and remedying any such event, including filing of police reports, court notification, or seeking protective orders as relevant under Nebraska statutes.

8. Remedies

Any breach of this Agreement may cause irreparable harm to the Disclosing Partner. In the event of a breach or threatened breach, the Disclosing Partner shall be entitled to:

• Injunctive relief.
• Monetary damages consistent with Nebraska contract and trade secret law.
• Reimbursement of legal fees.
• Equitable relief.
• Option A: Liquidated damages of [Dollar Amount], provided such amount is reasonable and enforceable under Nebraska law.

9. Dispute Resolution

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

• First, the Partners shall attempt to resolve the dispute through direct negotiation.
• Second, if negotiation fails, the parties shall attempt to resolve the dispute through mediation or arbitration in [City, Nebraska].
• Third, if mediation or arbitration fails, the dispute shall be finally resolved by adjudication in a court of competent jurisdiction in [County] County, Nebraska.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of law principles, specifically referencing Neb. Rev. Stat. and local partnership statutes.

11. Data Protection and Privacy

The Partners shall comply with all applicable Nebraska data protection, privacy, and information security obligations, including Neb. Rev. Stat. § 87-801 et seq. (Nebraska’s breach notification law), as well as any industry-specific requirements relating to customer non-public information.

12. Authority

Each Partner warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder.

13. Amendments

This Agreement may be amended only by a written instrument signed by all Partners.

14. 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, consistent with Nebraska contract law.

15. Waiver

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

16. Entire Agreement

This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

17. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when:

• Delivered personally.
• Sent by certified mail, return receipt requested.
• Sent by reputable overnight courier.
• Option A: Sent by email (with confirmation of receipt).

Notices shall be addressed as follows:

• To Partner A: [Partner A Notice Address], [Partner A Notice Email Address]
• To Partner B: [Partner B Notice Address], [Partner B Notice Email Address]
• To Partner C: [Partner C Notice Address], [Partner C Notice Email Address]

18. Further Assurances

Each Partner agrees to execute and deliver such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the intent and purposes of this Agreement.

19. Compliance by Affiliates

Each Partner agrees to ensure that its employees, agents, and subcontractors comply with the terms of this Agreement.

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

[Partner A Legal Name]

By: [Partner A Representative Name]

Title: [Partner A Representative Title]

[Partner B Legal Name]

By: [Partner B Representative Name]

Title: [Partner B Representative Title]

[Partner C Legal Name (if applicable)]

By: [Partner C Representative Name]

Title: [Partner C Representative Title]