New Jersey mutual nda template

New Jersey Mutual Non-Disclosure Agreement

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

• [Disclosing Party Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Disclosing Party Address], hereinafter referred to as “Disclosing Party”, and
• [Receiving Party Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Receiving Party Address], hereinafter referred to as “Receiving Party”.

Each of the Disclosing Party and the Receiving Party may be referred to herein individually as a “Party” and collectively as the “Parties”.

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by observation, 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.

• Includes, but is not limited to:
  • Trade secrets as defined by the New Jersey Trade Secrets Act
  • Business plans
  • Technical data
  • Customer lists
  • Pricing information
  • Marketing strategies
  • Financial documents
  • Proprietary processes
  • Deliverables
  • Prototypes
  • Specifications
  • Software source code
  • Know-how
  • Third-party proprietary information received during the relationship
• Options:
  • Option A: Add specific categories of information relevant to the project: [List specific categories]
  • Option B: Exclude certain types of information that will be mutually agreed upon later.

2. Exclusions from Confidential Information

The obligations of confidentiality shall not apply to any information that:

• Is or becomes publicly available other than through breach of this Agreement by the Receiving Party.
• Was already lawfully in the Receiving Party’s possession prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.
• Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records.
• Is lawfully obtained by the Receiving Party from a third party not bound by any confidentiality obligation to the Disclosing Party.
• Is required to be disclosed by law, regulation, subpoena, or court order. In such event, the Receiving Party shall:
  • Provide prompt written notice to the Disclosing Party, if legally permissible.
  • Cooperate with the Disclosing Party to limit the disclosure to the extent permitted by applicable New Jersey law.

3. Permitted Use of Confidential Information

The Receiving Party shall use the Confidential Information solely for the purpose of: [Describe the permitted purpose, e.g., evaluating a potential business transaction, collaborating on a joint project].

• Options:
  • Option A: Specifically prohibit the use of Confidential Information for competitive purposes.
  • Option B: Allow the use of Confidential Information for internal research purposes, subject to certain restrictions.

The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, personal benefit or the benefit of any third party outside the scope of this Agreement.

4. Safeguarding Confidential Information

The Receiving Party shall protect the Confidential Information with at least 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.

• Includes, but is not limited to:
  • Implementing physical, technical, and administrative safeguards appropriate to the sensitivity of the information.
  • Restricting access to the Confidential Information to those employees, agents, or contractors who have a need to know and who have agreed to be bound by confidentiality obligations at least as protective as those contained herein.
  • Monitoring and logging access to sensitive materials.
• Handling and Security of Electronic, Digital and Physical Documents:
  • Option A: Requirements for encryption of digital documents.
  • Option B: Restrictions on photocopying or reproducing physical documents.

The Receiving Party shall comply with all applicable New Jersey laws and regulations regarding the protection of personal information, including the New Jersey Identity Theft Prevention Act.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for a term of [Number] years, unless earlier terminated as provided herein.

• Term of Confidentiality:
  • Option A: Specify that certain provisions (e.g., obligations regarding trade secrets) shall survive termination indefinitely or for the maximum time allowable under New Jersey law.
  • Option B: State that either party can terminate the agreement with [Number] days written notice.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party’s written request, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies and extracts thereof, in its possession or control.

• Option: Require written certification of such return or destruction.

7. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any suspected or actual unauthorized use or disclosure of the Confidential Information.

• Option:
  • Include a detailed description of the required content of the notification.

The Receiving Party shall cooperate with the Disclosing Party in any reasonable remedial actions and investigations. The Receiving Party will act in accordance with any relevant state notification obligations for certain types of data (such as personally identifiable information).

8. Remedies for Breach

In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity.

• Options:
  • Option A: Include a liquidated damages clause, provided it is not punitive and is reasonable under New Jersey contract law.
  • Option B: Specify that the prevailing party in any legal action relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

9. Compliance with New Jersey Law on Restrictive Covenants

This Agreement is intended to be reasonable in geographical scope, duration, and content, and is not intended to be unreasonably restrictive of either Party’s ability to do business. This Agreement shall be interpreted and enforced in accordance with applicable New Jersey statutes and case law on restrictive covenants.

• Option:
  • Include a specific acknowledgment by both parties that they have consulted with legal counsel regarding the enforceability of this Agreement.

10. Required Disclosures

To the extent required by law, regulation, court order, or valid subpoena, the Receiving Party may disclose Confidential Information, provided that the Receiving Party provides prompt written notice to the Disclosing Party (if legally permissible) and cooperates with the Disclosing Party to limit the scope of the disclosure.

11. Amendment and Waiver

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

12. Governing Law and Venue

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

13. Dispute Resolution

The Parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations.

• Option:
  • Require mediation or arbitration prior to initiating litigation.

14. Assignment

Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party.

15. Whistleblower Protection

Nothing in this Agreement shall be construed to prevent either Party from reporting possible violations of law to any governmental agency or entity, including, but not limited to, reporting conduct to the Securities and Exchange Commission or pursuant to the New Jersey Conscientious Employee Protection Act (CEPA).

16. Personal Data Compliance

If the Confidential Information includes personal data, the Receiving Party shall comply with all applicable New Jersey data breach notification and identity theft laws, as well as any industry-specific privacy requirements.

17. Severability

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.

18. 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.

19. Counterparts

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.

20. Electronic Signatures

This Agreement may be executed and delivered electronically, and such electronic signature shall be deemed an original for all purposes.

21. No License

Neither party acquires by virtue of disclosure, any license, interest, or intellectual property rights except as may be expressly provided.

22. Record-Keeping Obligations

Each party shall comply with any mandatory record-keeping or reporting obligations for confidential data arising from its industry or New Jersey state law (e.g., insurance, medical, legal records).

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

[Disclosing Party Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]

[Receiving Party Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]