Nevada mutual nda template

Nevada Mutual Non-Disclosure Agreement

This Nevada Mutual Non-Disclosure Agreement ("Agreement") is made and effective as of [Effective Date], by and between:

[Party One Legal Name], a [Party One Business Entity Type] with its principal place of business at [Party One Address], hereinafter referred to as "Party One," and
Contact Information: [Party One Contact Name], [Party One Contact Title], [Party One Phone], [Party One Email]

[Party Two Legal Name], a [Party Two Business Entity Type] with its principal place of business at [Party Two Address], hereinafter referred to as "Party Two."
Contact Information: [Party Two Contact Name], [Party Two Contact Title], [Party Two Phone], [Party Two Email]

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether communicated in writing, orally, electronically, or by observation, that relates to the Disclosing Party’s business, including, but not limited to: technical data, prototype and product information, software source code and documentation, business plans, investor and pricing data, marketing and sales strategies, trade secrets (as defined by NRS 600A), business processes, formulas, customer and vendor lists, employee or partner data, accounting records, methods, drawings, and all other materials.

Option A: Confidential Information shall also include information disclosed by the Disclosing Party's affiliates, subsidiaries, and related entities.
Option B: Confidential Information shall NOT include [List Specific Exclusions].

2. Exclusions from Confidentiality

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

• was already known to the Receiving Party prior to its disclosure by the Disclosing Party, provided such prior knowledge can be demonstrably proven by pre-existing written records;
• is or becomes publicly available through no wrongful act or omission of the Receiving Party;
• is rightfully received by the Receiving Party from a third party without any obligation of confidentiality;
• is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
• is required to be disclosed by law or a valid order of a court of competent jurisdiction in Nevada, provided that the Receiving Party gives the Disclosing Party reasonable prior written notice of such requirement (to the extent legally permissible) and a reasonable opportunity to contest such disclosure.

3. Permitted Use

The Receiving Party agrees to use the Confidential Information solely for the purpose of [Define Permitted Purpose, e.g., evaluating a potential business relationship, performing services under a separate agreement]. The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, competing with the Disclosing Party, reverse engineering any product or process, or disclosing the Confidential Information to any third party without the Disclosing Party’s prior written consent.

Option A: The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors ("Representatives") who have a need to know such information for the Permitted Purpose, provided that such Representatives are bound by confidentiality obligations at least as protective as those contained herein.
Option B: No disclosure to Representatives is permitted without the Disclosing Party's prior written consent.

4. Standard of Care

The Receiving Party shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care. Such reasonable care shall include, but not be limited to, implementing and maintaining appropriate administrative, technical, and physical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, in accordance with applicable Nevada data protection statutes, including NRS 603A.

Option A: The Receiving Party shall encrypt all Confidential Information that is stored or transmitted electronically.
Option B: The Receiving Party shall conduct annual security audits to ensure compliance with this Section.

5. Electronic Information

The Receiving Party shall ensure the secure transmission and storage of all Confidential Information transmitted or stored electronically. The Receiving Party shall implement reasonable monitoring procedures to detect and prevent unauthorized access to electronic Confidential Information, in line with industry standards and any applicable Nevada regulations (e.g., regulations pertaining to gaming, health or financial services).

Option A: All electronically stored Confidential Information will be stored on servers located within the State of Nevada.
Option B: The Receiving Party will utilize a secure file transfer protocol (SFTP) or similar encrypted method for all electronic transmissions of Confidential Information.

6. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until [Termination Date or Event] (the "Term"). The obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of [Number] years, except with respect to trade secrets, which shall be protected as long as they qualify as trade secrets under NRS 600A.

Option A: Either party may terminate this Agreement upon [Number] days written notice to the other party.
Option B: The confidentiality obligations regarding trade secrets shall continue indefinitely.

7. Return of Confidential Information

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, including all copies, summaries, and extracts thereof, or, at Disclosing Party’s option, certify in writing its destruction. This obligation applies to all formats, including digital and physical formats.

Option A: The Receiving Party may retain one copy of the Confidential Information for archival purposes, subject to the ongoing confidentiality obligations of this Agreement.
Option B: All electronic copies of Confidential Information shall be securely wiped from the Receiving Party's systems.

8. Notice of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorized disclosure or loss of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation or remediation efforts relating to such unauthorized disclosure or loss.

Option A: The Receiving Party will provide a written notice to the Disclosing Party within [Number] hours of discovery of the unauthorized disclosure.
Option B: The Receiving Party will be responsible for all costs associated with investigating and remediating the unauthorized disclosure.

9. Remedies

The Disclosing Party shall be entitled to all available legal and equitable remedies for any breach of this Agreement by the Receiving Party, including, but not limited to, actual damages, punitive damages as allowed under Nevada law, injunctive relief to prevent further disclosure, and reimbursement of attorneys’ fees and costs. The Disclosing Party specifically reserves all rights and remedies available under NRS 600A for the protection of its trade secrets.

Option A: The parties agree that monetary damages may be inadequate to compensate the Disclosing Party for a breach of this Agreement and that the Disclosing Party shall be entitled to specific performance or other equitable relief.
Option B: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles. The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [Nevada County] County, Nevada.

11. Dispute Resolution

Prior to initiating any legal action, the parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If negotiation fails, the parties agree to participate in mediation in Nevada, administered by [Specify Nevada Mediation Service or Mediator]. If mediation is unsuccessful, the parties may pursue arbitration through [Specify Nevada Arbitration Service], before litigation.

Option A: Arbitration shall be binding.
Option B: Each party shall bear its own costs of mediation and arbitration.

12. No License

This Agreement does not grant the Receiving Party any license or other rights to the Disclosing Party’s Confidential Information, except as expressly provided herein. No transfer of IP rights is intended or implied by this agreement, except as expressly stated in a separate written agreement.

Option A: Any jointly created or discovered Confidential Information shall be jointly owned by the parties.
Option B: The Disclosing Party shall retain all rights, title, and interest in and to its Confidential Information.

13. Compliance with Nevada Law

The parties agree to comply with all applicable Nevada laws and regulations in connection with this Agreement, including but not limited to Nevada workplace privacy laws, employment-related confidentiality laws, and data protection statutes, including NRS 603A regarding the protection of personal information.

Option A: In the event that personal information is exchanged, the parties will comply with all requirements of NRS 603A, including providing notice of any security breach affecting personal information.
Option B: For collaborations involving regulated industries in Nevada (e.g., gaming, health, or financial services), the parties will comply with all applicable industry-specific regulations.

14. Audit Rights

The Disclosing Party reserves the right to audit, upon reasonable notice and during normal business hours, the Receiving Party’s compliance with the confidentiality and data security protocols established in this Agreement, as allowed under Nevada law.

15. Mutuality

All obligations contained in this Agreement apply equally to both parties.

16. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery, or upon deposit in the United States mail, certified or registered, postage prepaid, addressed to the party at the address set forth above.

Option A: Notices may also be sent by electronic mail, provided that a confirmation of receipt is obtained.
Option B: Notices sent by certified mail are deemed received three (3) business days after mailing.

17. 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.

18. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be revised to the extent necessary to make it enforceable while preserving its original intent, and the remaining provisions of this Agreement shall remain in full force and effect. If such revision is impossible, the invalid provision will be severed, and the remaining provisions will remain in effect.

19. Amendment

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

20. Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of this Agreement.

21. No Partnership

This Agreement shall not be construed to create a partnership, agency, or joint venture between the parties.

22. Representations

Each party represents and warrants that it has the legal capacity and authority to enter into this Agreement and to perform its obligations hereunder.

23. Export Control (If Applicable)

[Include Nevada-required export control clauses as necessary for the parties’ industry].

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

[Party One Legal Name]

By: [Party One Signature]

Name: [Party One Printed Name]

Title: [Party One Title]

[Party Two Legal Name]

By: [Party Two Signature]

Name: [Party Two Printed Name]

Title: [Party Two Title]