New Hampshire mutual nda template

New Hampshire Mutual Non-Disclosure Agreement

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

[Disclosing Party Legal Name], a [Entity Type] with its principal place of business at [Disclosing Party Address], Phone: [Disclosing Party Phone], Email: [Disclosing Party Email] (hereinafter "Disclosing Party"),

and

[Receiving Party Legal Name], a [Entity Type] with its principal place of business at [Receiving Party Address], Phone: [Receiving Party Phone], Email: [Receiving Party Email] (hereinafter "Receiving Party").

WHEREAS, both parties possess certain confidential information that they wish to disclose to each other for the purpose of [Description of Business Purpose].

WHEREAS, both parties desire to protect such confidential information from unauthorized use and disclosure.

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

1. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, visually, or by any other means, 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. This includes, but is not limited to:

• Business strategies, pricing, and marketing plans.
• Trade secrets, as narrowly defined under New Hampshire RSA 350-B, including formulas, patterns, devices or compilations of information used in business that provides a competitive advantage.
• Technical and product data, including designs, specifications, and prototypes.
• Client/customer lists and information.
• Business plans and financial projections.
• Research data and results.
• Contracts and agreements.
• Intellectual property, including patents, trademarks, and copyrights (whether registered or unregistered).
• Proprietary processes, methods, and know-how.
• Non-public financial data and information.
• Employee and contractor information, including compensation and performance data.
• Marketing materials and strategies.
• Any other information clearly marked or identified as confidential, regardless of the medium or format (documentary, electronic, oral, visual, or physical samples).

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Option A: Is already known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.
• Option B: Becomes publicly available through no fault of the Receiving Party and without breach of this Agreement.
• Option C: Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by contemporaneous documentation.
• Option D: Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides prompt written notice to the Disclosing Party and cooperates in seeking a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

The Receiving Party shall use the Confidential Information solely for the purpose of [Description of Business Purpose] (the "Permitted Purpose").

• The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, commercializing, reverse engineering, or creating derivative works, without the prior written consent of the Disclosing Party.

4. Non-Disclosure

The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

• The Receiving Party shall restrict access to the Confidential Information to its employees, agents, and representatives who have a need to know the information for the Permitted Purpose and who are bound by confidentiality obligations no less protective than those contained in this Agreement.

5. Security Measures

Each party shall protect the Confidential Information from unauthorized use, disclosure, or access by using at least commercially reasonable efforts or the same degree of care as it uses to protect its own confidential information of a similar nature, whichever is greater. This includes, but is not limited to:

• Implementing technical, administrative, and physical safeguards appropriate to the sensitivity of the Confidential Information.
• Restricting access to the Confidential Information to authorized personnel only.
• Maintaining secure storage facilities for the Confidential Information.

6. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any unauthorized use, disclosure, loss, or theft of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in investigating and mitigating any such event.

7. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect for a term of [Number] years.

• The obligations of confidentiality under this Agreement shall survive termination of this Agreement for a period of [Number] years, except for trade secrets, which shall be protected for as long as they qualify as such under New Hampshire law.
• Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement.

8. Return or Destruction 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 in its possession or control, including all copies, notes, and derivative materials, or shall destroy such Confidential Information and provide the Disclosing Party with written certification of such destruction.

9. Remedies

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

• Option A: Actual damages, including direct and consequential damages, resulting from the breach.
• Option B: Injunctive relief to prevent further unauthorized use or disclosure of the Confidential Information.
• Option C: Recovery of reasonable attorneys' fees and costs incurred in enforcing this Agreement.
• Option D: Liquidated damages in the amount of [Dollar Amount], recognizing the difficulty in assessing actual damages, but only if deemed reasonable and enforceable under New Hampshire law.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to its conflict of laws principles.

• Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation, and if negotiation fails, then through mediation or binding arbitration in New Hampshire before any court action is initiated.
• The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in New Hampshire.

11. Authority

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

12. Data Privacy Compliance

Each party shall comply with all applicable data privacy laws and regulations, including those specific to New Hampshire, in connection with its use and disclosure of Confidential Information.

• If the Confidential Information includes nonpublic personal information or protected health information, the parties shall enter into a separate data processing agreement or business associate agreement, as applicable, to ensure compliance with all applicable laws and regulations.

13. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right to use the Disclosing Party's intellectual property, except as expressly necessary for the Permitted Purpose.

14. Non-Solicitation

During the term of this Agreement and for a period of [Number] years thereafter, neither party shall, directly or indirectly, solicit or attempt to solicit for employment any employee or contractor of the other party. This provision is narrowly tailored to comply with New Hampshire's restrictive covenant standards.

15. Oral Disclosures

To be protected under this Agreement, any Confidential Information disclosed orally shall be summarized and identified in writing as confidential within [Number] days of the oral disclosure.

16. Amendments

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

17. 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.

18. Severability

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

19. 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.

20. Notices

All notices and other communications 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.

21. Affiliates

Each party shall ensure that its affiliates, subsidiaries, and legal representatives comply with the terms of this Agreement.

22. Good Faith and Fair Dealing

The parties agree to act in good faith and deal fairly with each other in the performance of their obligations under this Agreement, recognizing the implied covenant of good faith and fair dealing under New Hampshire law.

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]