Nevada partnership nda template

Nevada Partnership Non-Disclosure Agreement

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

• [Partner 1 Full Legal Name], with its principal place of business at [Partner 1 Address] ("Disclosing Partner"),
• and [Partner 2 Full Legal Name], with its principal place of business at [Partner 2 Address] ("Receiving Partner").

WHEREAS, the Disclosing Partner and the Receiving Partner desire to explore a collaborative relationship for [Description of Partnership or Collaborative Relationship, e.g., Joint Venture, Co-development] for the purpose of [Specifically Identify Purpose of Information Sharing]; and

WHEREAS, in connection with such exploration, the Disclosing Partner may disclose to the Receiving Partner certain confidential information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information

Confidential Information means any and all information disclosed by the Disclosing Partner to the Receiving Partner, whether orally, in writing, electronically, or by any other means, that relates to the Disclosing Partner’s business, including, but not limited to:

• Business plans
• Internal partnership agreements
• Intellectual property
• Financial data
• Partner contributions
• Trade secrets as defined under the Nevada Uniform Trade Secrets Act (NRS 600A)
• Client and vendor lists
• Marketing strategies
• Contract terms
• Proprietary methodologies
• Technical data
• Partnership meeting records
• Negotiation materials
• Any data exchanged through written, verbal, electronic, or any other means throughout the business relationship.

Exclusions from Confidentiality

This Agreement shall not apply to information that:

• Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Partner or its representatives in violation of this Agreement.
• Was rightfully in the Receiving Partner's possession prior to disclosure by the Disclosing Partner.
• Is rightfully disclosed to the Receiving Partner by a third party without restriction on disclosure.
• Is independently developed by the Receiving Partner without use of or reference to the Disclosing Partner’s Confidential Information.
• Is required to be disclosed pursuant to any Nevada law, regulation, court order, or government agency, provided that the Receiving Partner provides the Disclosing Partner with prompt written notice of such requirement to the extent legally permissible.

Permitted Uses

The Receiving Partner shall use the Confidential Information solely for the purpose of [Specifically define the purpose, e.g., evaluating the feasibility of the partnership, performing its obligations under the partnership].

• Option A: The Receiving Partner shall not use the Confidential Information for any other purpose.
• Option B: The Receiving Partner shall not use the Confidential Information for any unrelated personal or business purpose.

The Receiving Partner shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Partner, except to:

• Option A: Its employees and consultants who have a need to know the Confidential Information for the Permitted Uses and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• Option B: Its professional advisors (e.g., attorneys, accountants) who are bound by a duty of confidentiality.

The Receiving Partner shall not sell, license, or transfer the Confidential Information to any third party without the explicit prior written consent of the Disclosing Partner.

Protective Measures

The Receiving Partner shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care.

• Option A: The Receiving Partner shall store the Confidential Information securely and limit access to only those of its personnel with a specific need to know for the Permitted Uses.
• Option B: The Receiving Partner shall implement digital protection measures compliant with Nevada cybersecurity best practices, including [List specific measures, e.g., encryption, firewalls, access controls].

The Receiving Partner shall require any third-party service providers who have access to the Confidential Information to sign written confidentiality agreements consistent with Nevada law.

Notification of Breach

The Receiving Partner shall immediately notify the Disclosing Partner upon becoming aware of any actual or potential breach, loss, unauthorized disclosure, or misuse of the Confidential Information.

• Option A: The Receiving Partner shall cooperate fully with the Disclosing Partner in any investigation of such breach and shall take all reasonable steps to mitigate the damage caused by such breach, including forensic review and mitigation per Nevada data security laws.
• Option B: The Receiving Partner will be responsible for all costs incurred due to any data breaches caused by the Receiving Partner’s negligence.

Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue for a period of [Number] years following the termination of the partnership or as long as the information remains a trade secret under NRS 600A, whichever is longer.

Return or Destruction of Confidential Information

Upon the conclusion of the partnership or at the written request of the Disclosing Partner, the Receiving Partner shall:

• Option A: Promptly return all Confidential Information, including all copies and derivative works, in its possession or control, whether in physical or electronic form.
• Option B: Promptly destroy or erase all Confidential Information, including all copies and derivative works, in its possession or control, whether in physical or electronic form.

The Receiving Partner shall, upon request, provide the Disclosing Partner with written certification of such destruction.

Consequences of Breach

The Receiving Partner acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Partner for which monetary damages may be inadequate.

• Option A: The Disclosing Partner shall be entitled to seek equitable remedies, including injunctive relief, in addition to any other remedies available at law or in equity.
• Option B: The Receiving Partner shall indemnify the Disclosing Partner for any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by the Disclosing Partner as a result of any breach of this Agreement.

The Receiving Partner shall be responsible for any breach of this Agreement by its employees, agents, subsidiaries, affiliates, or contractors.

Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through formal mediation.
• If mediation fails, the dispute shall be resolved by binding arbitration in [Nevada County], Nevada, in accordance with the Nevada Arbitration Rules.

Nevada law shall exclusively govern this Agreement. The courts or arbitrators in [Nevada County], Nevada, shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

Compliance with Nevada Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, including the Nevada Uniform Trade Secrets Act (NRS 600A) and Nevada data breach notification laws (NRS 603A).

• Option A: Where relevant, this agreement complies with federal data protection, IP, and industry-specific standards ensuring its validity for multistate or cross-border disclosures.
• Option B: The parties acknowledge Nevada’s public policy favoring enforceable trade secret protection and recognizing partnership-specific fiduciary duties to one another that supplement contractual obligations.

Amendments

This Agreement may be amended only by a written instrument signed by both parties. Oral waivers are ineffective.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon: (a) personal delivery; (b) deposit with a reputable overnight courier, postage prepaid; (c) confirmed email. Notices shall be sent to the addresses set forth above or to such other address as either party may designate in writing.

Relationship to Underlying Agreements

• Option A: This NDA supplements the existing partnership agreement between the parties.
• Option B: This NDA supersedes any prior agreements relating to the confidentiality of information shared between the parties.
• Option C: This NDA operates alongside other agreements and does not create any agency, employment, or joint venture relationships beyond those expressly set out in the partnership.

Miscellaneous

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.

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.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

Acknowledgment of Legal Counsel

Each party acknowledges that it has had the opportunity to consult with independent legal counsel regarding this Agreement or has voluntarily waived such review.

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

[Partner 1 Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Partner 2 Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]