New Jersey nda template

New Jersey Non-Disclosure Agreement

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

[Disclosing Party Name], a [Entity Type] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), represented by [Representative Name], Contact: [Contact Information],

and

[Receiving Party Name], a [Entity Type] with its principal place of business at [Receiving Party Address] (“Receiving Party”), represented by [Representative Name], Contact: [Contact Information].

Purpose

Option A: The purpose of this Agreement is to allow Disclosing Party to disclose certain Confidential Information (as defined below) to Receiving Party for the purpose of: [Description of Purpose].

Option B: The parties wish to explore a potential business relationship, and in connection therewith, Disclosing Party may disclose certain Confidential Information to Receiving Party.

Option C: Receiving Party is evaluating a potential [Describe potential transaction, e.g., investment, acquisition] of Disclosing Party, and Disclosing Party may disclose certain Confidential Information to Receiving Party.

Mutual or Unilateral Agreement

Option A: Mutual. This Agreement shall apply mutually to both parties. Each party may be a Disclosing Party and a Receiving Party.

Option B: Unilateral. This Agreement applies only to the protection of Confidential Information disclosed by Disclosing Party. Receiving Party’s obligations are solely to the Disclosing Party.

Definition of Confidential Information

Confidential Information means any information disclosed by Disclosing Party to Receiving Party, directly or indirectly, whether in writing, orally, 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:

Technical information: Inventions, designs, formulas, algorithms, software, hardware, specifications, drawings, prototypes, and test results.

Business information: Financial information, customer lists, supplier lists, marketing plans, sales data, business strategies, and pricing information.

Oral Disclosures: If disclosed orally, information must be summarized in writing and delivered to Receiving Party within [Number] days of the oral disclosure to be covered by this agreement.

Exclusions: Confidential Information does not include information that:

Is or becomes publicly available through no fault of Receiving Party.

Was rightfully known to Receiving Party prior to its disclosure by Disclosing Party without any obligation of confidentiality.

Is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information, as shown by contemporaneous documentation.

Is rightfully received by Receiving Party from a third party who is not under any obligation of confidentiality to Disclosing Party.

Obligations of Receiving Party

Receiving Party shall:

Protect the Confidential Information using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a similar nature.

Limit access to the Confidential Information to its employees, contractors, and agents who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained herein.

Not use the Confidential Information for any purpose other than the Purpose stated in Section 1.

Not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party.

Not copy, reverse engineer, disassemble, or decompile any Confidential Information without the prior written consent of Disclosing Party.

Receiving Party is responsible for any breach of this Agreement by its employees, contractors, or agents.

Receiving Party shall execute a written agreement with each employee, consultant, or contractor granted access to the confidential information that confirms that they shall comply with the terms of this NDA, and Receiving Party shall furnish proof of the agreement to Disclosing party upon request.

Term

Option A: This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years. The confidentiality obligations of Receiving Party shall survive termination of this Agreement for a period of [Number] years with respect to all Confidential Information disclosed prior to termination.

Option B: With respect to trade secrets, the confidentiality obligations of Receiving Party shall continue perpetually. With respect to all other confidential information, the confidentiality obligations shall continue for a period of [Number] years from the date of disclosure.

Return or Destruction of Confidential Information

Upon Disclosing Party’s written request, or upon termination of this Agreement, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof, or destroy such Confidential Information and provide Disclosing Party with written certification of such destruction. This includes electronically stored information, which must be permanently erased.

Required Disclosures

If Receiving Party is required by law, regulation, or legal process to disclose any Confidential Information, Receiving Party shall:

Provide Disclosing Party with prompt written notice of such requirement prior to disclosure, to the extent legally permissible, so that Disclosing Party may seek a protective order or other appropriate remedy.

Cooperate with Disclosing Party in seeking a protective order or other appropriate remedy.

Disclose only such Confidential Information as is legally required.

Remedies

Option A: Disclosing Party shall be entitled to seek injunctive relief to prevent any threatened or actual breach of this Agreement, without the necessity of proving actual damages or posting a bond.

Option B: In the event of a breach of this Agreement, Disclosing Party shall be entitled to recover all damages, including but not limited to direct, indirect, incidental, consequential, and punitive damages, as well as reasonable attorneys’ fees and costs.

Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be inadequate, and that Disclosing Party shall be entitled to equitable relief in addition to any other remedies available at law or in equity.

Ownership

All Confidential Information disclosed by Disclosing Party to Receiving Party remains the sole and exclusive property of Disclosing Party. Nothing in this Agreement shall be construed as granting Receiving Party any license or other right to use the Confidential Information, except as expressly provided herein. Any feedback provided by Receiving Party regarding Disclosing Party’s Confidential Information may be used freely by Disclosing Party without obligation of any kind.

Non-Solicitation/Non-Circumvention (Optional)

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

Option B: During the term of this Agreement and for a period of [Number] years thereafter, Receiving Party shall not, directly or indirectly, circumvent Disclosing Party’s business relationship with its customers, suppliers, or business partners.

Governing Law and Jurisdiction

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 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] County, New Jersey, and each party consents to the jurisdiction of such courts.

Dispute Resolution

Option A: 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 arbitration shall take place in [City], New Jersey.

Option B: Any dispute arising out of or relating to this Agreement shall be subject to non-binding mediation prior to the initiation of any legal action. The mediation shall take place in [City], New Jersey.

Option C: The parties agree to submit to the jurisdiction of the courts of the State of New Jersey for resolution of any disputes arising under this agreement.

Amendment

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

No Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.

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.

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.

Assignment

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

Option B: Disclosing Party may assign this agreement, but Receiving Party may not.

Notice

All notices 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 in the introductory paragraph of this Agreement.

Electronic Signatures

This agreement may be signed electronically. Each party agrees that an electronic signature, whether digital or encrypted, has the same legal effect, validity, and enforceability as a manually executed signature.

New Jersey Specific Clause Regarding Discrimination, Harassment, or Retaliation Claims

Option A: [REMOVE THIS SECTION IF THE PARTIES AGREE TO NO EXCEPTIONS]. Notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall prevent Receiving Party, if also an employee of Disclosing Party, from disclosing or discussing any facts relating to claims of discrimination, harassment, or retaliation as permitted by N.J.S.A. 10:5-12.8.

Option B: This Agreement does not prohibit the disclosure of factual information about claims of discrimination, harassment, or retaliation that occur during employment with Disclosing Party, but the parties agree to keep all other confidential information strictly private and subject to the terms of this NDA.

Acknowledgment of Legal Rights (if applicable in employment context)

The parties acknowledge they have had the opportunity to consult with independent legal counsel regarding their rights and obligations under this Agreement.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]