New Hampshire nda template

New Hampshire Non-Disclosure Agreement

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

[Disclosing Party Name], a [Disclosing Party Entity Type] 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] with its principal place of business at [Receiving Party Address], hereinafter referred to as "Receiving Party."

1. Definitions

Party Definitions:

Option A: Unilateral NDA. The Disclosing Party will disclose certain confidential information to the Receiving Party, and the Receiving Party agrees to protect said information.

Option B: Bilateral (Mutual) NDA. Each party will disclose confidential information to the other party, and both parties agree to protect said information.

Option C: Multilateral NDA. Multiple parties will disclose confidential information, and all parties agree to protect said information. (List additional parties in Exhibit A, if applicable.)

2. Confidential Information

Definition of Confidential Information:

Option A: Confidential Information includes any information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, or in electronic form, relating to [Subject Matter, e.g., business operations, products, services].

Option B: Confidential Information includes, but is not limited to:

Written Information

Oral Information (See specific clause below regarding oral information)

Electronic Data

Computer Programs

Business Plans

Financial Data

Customer Lists

Trade Secrets

Any other material designated as confidential by the Disclosing Party.

Option C: Specific Examples of Confidential Information: [List Specific Examples].

Oral Information:

Option A: Oral information is considered confidential only if identified as confidential at the time of disclosure and confirmed in writing within [Number] days of disclosure.

Option B: All oral information is considered confidential.

Option C: Oral information is NOT considered confidential under this agreement.

Marking of Confidential Information:

Option A: All written information must be clearly marked as "Confidential" to be considered Confidential Information.

Option B: Marking of information is not required for it to be considered Confidential Information.

3. Purpose

Permitted Use:

Option A: The Receiving Party may use the Confidential Information solely for the purpose of [Purpose, e.g., evaluating a potential business relationship, assessing a potential partnership, considering potential employment].

Option B: The Receiving Party may use the Confidential Information for [Specify Permitted Use].

Option C: No restriction on use.

4. Exclusions

Exclusions from Confidentiality:

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

Is already known to the Receiving Party at the time of disclosure, as evidenced by written records.

Is or becomes publicly known through no wrongful act of the Receiving Party.

Is independently developed by the Receiving Party without use of the Confidential Information, as evidenced by written records.

Is lawfully received by the Receiving Party from another source not bound by a duty of confidentiality.

Is required to be disclosed by law or court order (provided the Receiving Party provides reasonable advance notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy, or in the absence of such notice, uses its best efforts to obtain confidential treatment of the information).

Option A: Additional Exclusions: [Specify Additional Exclusions].

Option B: No Additional Exclusions.

5. Term

Duration of Confidentiality:

Option A: This Agreement shall remain in effect for a period of [Number] years from the Effective Date.

Option B: With respect to trade secrets, the obligations of confidentiality shall continue perpetually. (Note: In New Hampshire, perpetual confidentiality of trade secrets must be reasonable in scope and duration to be enforceable.)

Option C: [Number] years for all confidential information excluding trade secrets, where trade secrets will be perpetually protected.

6. Permitted Disclosure

Limited Disclosure:

Option A: The Receiving Party may disclose Confidential Information only to its affiliates, employees, agents, consultants, and advisors ("Representatives") who have a need to know the information for the Permitted Use and who are bound by written confidentiality obligations at least as protective as those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

Option B: No Disclosure Permitted

Option C: Disclosure is allowed to [Specify Allowed Parties and/or Restrictions]

7. Handling of Confidential Information

Standard of Care:

Option A: The Receiving Party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

Option B: The Receiving Party shall protect the Confidential Information with at least the same level of protection used for its most sensitive data.

Storage and Access:

Option A: The Receiving Party shall implement reasonable security measures to prevent unauthorized access to the Confidential Information.

Option B: The Receiving Party shall store all Confidential Information in a secure location and limit access to only those Representatives with a need to know.

8. Return or Destruction

Obligation to Return or Destroy:

Option A: Upon the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including all copies, extracts, and summaries thereof, or, at the Disclosing Party's option, destroy such materials and certify such destruction in writing.

Option B: Upon termination of this Agreement, Receiving Party must return all data within [Number] days.

Option C: Return/Destruction not required.

9. Remedies

Breach of Agreement:

Option A: The Disclosing Party shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

Option B: The Disclosing Party shall be entitled to recover damages for any breach of this Agreement.

Option C: The prevailing party in any legal action relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

Option D: All of the Above

Option E: Injunctive Relief and Damages only

10. Non-Solicitation

Non-Solicitation Clause:

Option A: During the term of this Agreement and for a period of [Number] years thereafter, the Receiving Party shall not directly or indirectly solicit, recruit, or hire any employee, client, or partner of the Disclosing Party.

Option B: Non-solicitation of employees, clients or partners during the term of this agreement only.

Option C: No Non-Solicitation clause included in this agreement. (Note: This clause should not be used to suppress disclosure of workplace complaints, as prohibited by N.H. RSA 275:74)

11. 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 legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, New Hampshire, and each party irrevocably submits to the jurisdiction of such courts.

12. Dispute Resolution

Alternative Dispute Resolution:

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, NH] before resorting to litigation. If mediation is unsuccessful, the parties may pursue litigation.

Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.

Option C: No Alternative Dispute Resolution Required.

13. Entire Agreement

Integration Clause:

Option A: 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 B: [Include List of Documents to be Incorporated Here, if any]. 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, except those listed above.

14. Amendment

Modification Clause:

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

Option B: This Agreement may be amended by mutual written agreement of both parties.

Option C: No Amendment Allowed.

15. Standard Boilerplate Clauses

Assignability:

Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.

Option B: This Agreement may be assigned by the Disclosing Party to a successor in interest. The receiving party must be given written notice within [Number] days of this assignment.

Option C: This Agreement is fully assignable.

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.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted under applicable law. If striking the provision fundamentally alters the intent of the parties, the parties agree to negotiate in good faith to replace the stricken provision with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This agreement may be executed in electronic form.

16. Compliance with Laws

Legal Compliance:

Option A: Each party shall comply with all applicable federal, state, and local laws and regulations in performing its obligations under this Agreement.

Option B: Each party understands that the terms of this agreement shall not be used to violate N.H. RSA 275:74 and shall not prevent them from reporting violations of sexual harassment or discrimination.

17. Representations and Warranties

Authority to Enter Agreement:

Option A: Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

Option B: Each party represents and warrants that the information it has provided in connection with this Agreement is true and accurate.

Option C: No Representations or Warranties.

18. No Employment or Partnership

Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between the parties.

Option A: This clause is included.

Option B: This clause is omitted.

19. Notices

Notification Procedures:

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon: (a) personal delivery; (b) mailing by certified mail, return receipt requested; or (c) sending by reputable overnight courier, to the following addresses:

To Disclosing Party: [Disclosing Party Contact Name], [Disclosing Party Address]

To Receiving Party: [Receiving Party Contact Name], [Receiving Party Address]

20. Signature

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

[Disclosing Party Name]

By: [Disclosing Party Authorized Signatory Name]

Title: [Disclosing Party Title]

[Receiving Party Name]

By: [Receiving Party Authorized Signatory Name]

Title: [Receiving Party Title]

21. New Hampshire Specific Disclaimers

N.H. RSA 275:74 Compliance

Option A: This Agreement does not prevent either party from reporting violations of state or federal law to any governmental agency.

Option B: This Agreement does not prevent either party from discussing or disclosing information regarding illegal acts in the workplace, including but not limited to violations of workplace safety, wage and hour laws, discrimination, or harassment.

Option C: In compliance with N.H. RSA 275:74, this Agreement does not prohibit you from reporting or disclosing truthful information about possible violations of the law to a government authority. You are also permitted to discuss or disclose information about your own experience of discrimination or harassment.