Nevada nda template

Nevada Non-Disclosure Agreement

Date: [Date]

This Nevada Non-Disclosure Agreement (the "Agreement") is made as of the date above by and between:

• [Disclosing Party Name], a [Disclosing Party Entity Type, e.g., Corporation], with its principal place of business at [Disclosing Party Address], hereinafter referred to as "Disclosing Party," and
• [Receiving Party Name], a [Receiving Party Entity Type, e.g., Individual], residing at/with its principal place of business at [Receiving Party Address], hereinafter referred to as "Receiving Party."

Witnesseth that in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Purpose

• Option A: The purpose of this Agreement is to allow Disclosing Party to disclose certain confidential information to Receiving Party in connection with [Description of Relationship/Purpose, e.g., potential business transaction, evaluation of technology].
• Option B: The purpose of this Agreement is to protect the Disclosing Party's confidential information disclosed to the Receiving Party during [Description of Relationship/Purpose, e.g., employment with Disclosing Party]. This agreement is made in connection with [Reference to other agreement, if any].

2. Definition of Confidential Information

• Option A: Broad Definition: "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, including, but not limited to, [Examples of Confidential Information, e.g., technical data, trade secrets, know-how, business plans, customer lists, pricing information].
• Option B: Narrow Definition: "Confidential Information" means only the following information disclosed by Disclosing Party to Receiving Party: [Specific description of information considered confidential].
• Exclusions: Confidential Information does not include information that:
  • Is or becomes publicly available through no fault of Receiving Party.
  • Was already known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party's written records.
  • Is rightfully received by Receiving Party from a third party without any obligation of confidentiality.
  • Is independently developed by Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

3. Obligations of Receiving Party

• The Receiving Party shall:
  • Option A: Protect the Confidential Information with 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.
  • Option B: Protect the Confidential Information with the best efforts.
  • Option C: Protect the Confidential Information in accordance with the following specific standards: [Specific Standards for Protection].
• The Receiving Party shall:
  • Restrict access to the Confidential Information to its employees, agents, and consultants who have a need to know and who are bound by written agreements with confidentiality obligations no less restrictive than those contained herein.
  • Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

4. Permitted Use

• Option A: The Receiving Party shall use the Confidential Information solely for the purpose of [Stated Purpose].
• Option B: The Receiving Party may use the Confidential Information for any purpose.
• Limitations: The Receiving Party shall not: [List of Prohibited Uses].

5. Compelled Disclosure

• If the Receiving Party is required to disclose Confidential Information pursuant to a law, regulation, court order, or subpoena, the Receiving Party shall:
  • Option A: Provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.
  • Option B: Not be required to provide advance notice.
• The Receiving Party shall reasonably cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

6. Term of Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of this Agreement.
• Option B: The obligations of confidentiality under this Agreement shall continue indefinitely.
• Survivability: The obligations of confidentiality under this Agreement shall survive the termination of this Agreement.

7. Mutuality

• Option A: Unilateral: This Agreement is a unilateral agreement in which only the Disclosing Party is disclosing Confidential Information.
• Option B: Mutual: This Agreement is a mutual agreement, and both parties may disclose Confidential Information to each other.

8. Exceptions to Confidentiality

The following shall not be considered breaches of this agreement:

• Prior Knowledge: The Receiving Party possessed the information prior to disclosure by the Disclosing Party.
• Third Party Source: The Receiving Party received the information from a third party without breach of any obligation of confidentiality.
• Independent Development: The Receiving Party independently developed the information without use of the Disclosing Party's Confidential Information.
• Public Domain: The information becomes publicly available through no fault of the Receiving Party.

9. Employee and Agent Responsibility

The Receiving Party shall ensure that its employees, subcontractors, consultants, and affiliates comply with the terms of this Agreement.

10. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall:

• Option A: Promptly return all Confidential Information to the Disclosing Party.
• Option B: Promptly destroy all Confidential Information and provide the Disclosing Party with written certification of such destruction.

11. Intellectual Property Rights

Disclosure or receipt of Confidential Information does not grant any license, rights, or ownership to the Receiving Party.

• Option A: Any intellectual property created as a result of discussions or joint projects shall be owned by [Party Name].
• Option B: Any intellectual property created as a result of discussions or joint projects shall be jointly owned by both parties.

12. Remedies and Enforcement

In the event of a breach of this Agreement, the Disclosing Party shall be entitled to:

• Injunctive relief to prevent further disclosure of Confidential Information.
• Damages for any losses or expenses incurred as a result of the breach.
• Reasonable attorney’s fees and costs.
• Option: Specific performance of the terms of this Agreement.

13. 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 law principles.

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [County Name] County, Nevada, for any action arising out of or relating to this Agreement.

Option: The parties waive their right to a jury trial in any action arising out of or relating to this Agreement.

14. Severability

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

Option: The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

15. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right or remedy under this Agreement shall operate as a waiver.

16. 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.

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

17. Duration and Termination

• Option A: This Agreement shall commence on the date hereof and shall continue until terminated by either party upon [Number] days' written notice.
• Option B: This Agreement shall commence on the date hereof and shall remain in effect indefinitely.
• Survival: The obligations of confidentiality shall survive any termination of this Agreement.

18. Assignment

• Option A: Neither party may assign or transfer this Agreement without the prior written consent of the other party.
• Option B: This Agreement may be freely assigned by the Disclosing Party.

19. Notice

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, or sent by reputable overnight courier service to the addresses set forth above.

20. Counterparts and Electronic Signatures

• Option A: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
• Option B: This Agreement may be executed by electronic signature, which shall be considered valid and binding as an original signature.

21. Nevada Specific Notice Regarding Trade Secrets:

[Optional - Include to ensure Nevada's trade secret protections apply]: The parties acknowledge that the Confidential Information may include trade secrets as defined under Nevada law, and the Receiving Party agrees to maintain the confidentiality of such trade secrets in accordance with Nevada Revised Statutes Chapter 600A.

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

____________________________

[Disclosing Party Name]

By: [Authorized Representative Name]

Title: [Title]

____________________________

[Receiving Party Name]

By: [Authorized Representative Name]

Title: [Title]