New Hampshire partnership nda template

New Hampshire Partnership NDA

This New Hampshire Partnership Nondisclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between:

• [Partner 1 Legal Name], residing at [Partner 1 Address], hereinafter referred to as "Partner 1," and
• [Partner 2 Legal Name], residing at [Partner 2 Address], hereinafter referred to as "Partner 2."
• (Add additional partners as necessary)

RECITALS

WHEREAS, the Partners are engaged in or contemplating a partnership for [Description of Partnership Purpose, e.g., Real Estate Investment, Technology Development] in the State of New Hampshire; and

WHEREAS, in connection with such partnership, the Partners may disclose to each other certain confidential and proprietary information;

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

1. Definition of Confidential Information

Confidential Information means any information disclosed by one Partner (the "Disclosing Partner") to another Partner (the "Receiving Partner"), whether orally, in writing, electronically, or by any other means, relating to the Disclosing Partner's business, including, but not limited to:

• Partner financial disclosures
• Partnership agreements
• Profit-sharing arrangements
• Business strategies
• Proprietary processes
• Trade secrets as defined under New Hampshire RSA 350-B
• Client/vendor data
• Operational data
• Joint R&D
• Intellectual property generated jointly
• Partnership negotiations
• Investment information
• Any communications pertinent to partnership management

regardless of form (written, electronic, oral, or visual).

2. Exclusions from Confidentiality

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

• Is or becomes publicly known through no breach of this Agreement by the Receiving Partner;
• Was demonstrably in the Receiving Partner's possession prior to its disclosure by the Disclosing Partner;
• Is rightfully received by the Receiving Partner from a third party who is not under any obligation of confidentiality to the Disclosing Partner;
• Is required to be disclosed by law, regulation, court order, or other legal process, provided that the Receiving Partner provides the Disclosing Partner with prompt written notice of such requirement (to the extent legally permissible) to allow the Disclosing Partner to seek a protective order or other appropriate remedy.

3. Permitted Use

The Receiving Partner shall use the Confidential Information solely for the purpose of evaluating and engaging in the Partnership (the "Purpose").

• Option A: The Receiving Partner shall not use the Confidential Information for any other purpose, including, but not limited to, competing with the Disclosing Partner or developing products or services similar to those of the Disclosing Partner.
• Option B: The Receiving Partner may use the Confidential Information for the sole purpose of securing investment, provided that any potential investors are also bound by a confidentiality agreement with terms at least as restrictive as this Agreement.

4. Security Procedures

The Receiving Partner shall protect the Confidential Information from unauthorized disclosure by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Partner uses to protect its own confidential information of a similar nature. This includes but is not limited to:

• Storing Confidential Information in a physically secure location.
• Restricting access to Confidential Information to those employees, agents, and representatives who have a need to know for the Purpose.
• Using secure methods for electronic communication and data retention.
• Complying with all applicable New Hampshire data protection statutes.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in full force and effect for the duration of the partnership. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of:

• Option A: Three (3) years following the termination of the partnership.
• Option B: Five (5) years following the termination of the partnership.
• Option C: Until the information lawfully enters the public domain.

6. Return of Confidential Information

Upon the termination of the Partnership or upon the Disclosing Partner's written request, the Receiving Partner shall promptly return to the Disclosing Partner all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof, or, at the Disclosing Partner's option, destroy such Confidential Information and certify such destruction in writing.

7. Notice of Unauthorized Disclosure

The Receiving Partner shall immediately notify the Disclosing Partner in writing upon becoming aware of any unauthorized access, use, or disclosure of the Confidential Information. The Receiving Partner shall cooperate fully with the Disclosing Partner in any investigation or legal action relating to such unauthorized access, use, or disclosure.

8. Remedies

The Receiving Partner acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Disclosing Partner for which monetary damages would be inadequate. Therefore, the Disclosing Partner shall be entitled to:

• Injunctive relief to prevent any further unauthorized disclosure or use of the Confidential Information.
• Monetary damages for any losses suffered as a result of the unauthorized disclosure or use of the Confidential Information.
• Recovery of attorneys’ fees and costs incurred in enforcing this Agreement.
• Option A: Liquidated damages of [Dollar Amount].

It is understood that abatement of partnership operations will only be sought upon judicial order.

9. 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.
• Second, if the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation in New Hampshire under the rules of [Name of Mediation Service].
• Third, if the dispute is not resolved through mediation, the dispute shall be submitted to binding arbitration in New Hampshire in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties.

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire. The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the courts of [Name of County] County, New Hampshire.

10. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns. This agreement is applicable to current and future partners.

• Option A: This agreement may not be assigned without the express written consent of all parties.
• Option B: This agreement may be assigned to an affiliate of a party without the express written consent of all parties.

11. Compliance with New Hampshire Law

This Agreement is intended to comply with all applicable New Hampshire statutes, including but not limited to RSA 350-B (Uniform Trade Secrets Act) and RSA 304-A (New Hampshire Revised Uniform Partnership Act).

12. Severability

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

13. Amendments

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

14. 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.

15. Legal Counsel

Each party acknowledges that they have had the opportunity to review this Agreement with legal counsel of their choosing.

16. Partnership-Specific Considerations

The Partners acknowledge that this NDA is designed to work in conjunction with the Partnership Agreement, particularly those clauses concerning confidentiality. In the event of a conflict between this NDA and the Partnership Agreement, the terms that provide the greatest protection to the Confidential Information shall govern.

17. No License

Nothing in this Agreement shall be construed as granting to the Receiving Partner any license or other right to use the Confidential Information, except as expressly provided herein.

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

[Partner 1 Signature]

[Partner 1 Printed Name]

[Partner 2 Signature]

[Partner 2 Printed Name]

(Add signature blocks for additional partners as necessary)