New Jersey partnership nda template

New Jersey Partnership Confidentiality and Non-Disclosure Agreement

This New Jersey Partnership Confidentiality and Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and among:

[Partner 1 Full Legal Name], residing at [Partner 1 Full Address], individually and as a partner of [Partnership Legal Name] (hereinafter "Partner 1");

[Partner 2 Full Legal Name], residing at [Partner 2 Full Address], individually and as a partner of [Partnership Legal Name] (hereinafter "Partner 2");

[Partner 3 Full Legal Name], residing at [Partner 3 Full Address], individually and as a partner of [Partnership Legal Name] (hereinafter "Partner 3"); (Add more partners as needed.)

collectively, (the "Partners") and [Partnership Legal Name], a [Partnership Type, e.g., General Partnership, Limited Partnership, LLP] with its principal place of business/registered office at [Partnership Full Address] (the "Partnership").

RECITALS

The Partners desire to enter into this Agreement to protect the Confidential Information (as defined below) of the Partnership, relating to [Detailed Description of Partnership Purpose, e.g., development and marketing of a software application; providing consulting services; investing in real estate], and to ensure that such Confidential Information is not disclosed or used for any purpose other than [Specific Context for Confidentiality, e.g., formation negotiations; ongoing joint operations; sharing client lists; technology development].

AGREEMENT

1. Definition of Confidential Information

Option A: Broad Definition

"Confidential Information" means any and all information disclosed by or on behalf of the Partnership to the Partners, whether orally, visually, in writing, electronically, or in any other form, that relates to the Partnership's business, including, but not limited to: financial statements, partnership agreements, business plans, operational procedures, client lists, vendor information, partner contributions (including intellectual property, trade secrets, inventions, or know-how), development data, and communications relating to partnership business.

Option B: Specific Definition

"Confidential Information" specifically includes: [List specific documents, data, or information to be protected, e.g., the Partnership's client database as of January 1, 2024; the source code for the proprietary software application; the financial projections for the next three fiscal years; customer contact lists, pricing information, marketing strategies].

2. Exclusions from Confidential Information

Option A: Standard Exclusions

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving Partner; (b) was rightfully in the receiving Partner's possession prior to disclosure by the Partnership; (c) is independently developed by the receiving Partner without use of or reference to the Confidential Information; or (d) is lawfully received by the receiving Partner from a third party without restriction on disclosure.

Option B: Exclusion with Notice Requirement

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving Partner; (b) was rightfully in the receiving Partner's possession prior to disclosure by the Partnership; (c) is independently developed by the receiving Partner without use of or reference to the Confidential Information; or (d) is lawfully received by the receiving Partner from a third party without restriction on disclosure. If a Partner is required to disclose Confidential Information pursuant to a subpoena or other legal or regulatory process, such Partner shall provide prompt written notice to all other Partners and shall cooperate with the Partnership to limit the scope of such disclosure to the extent legally permissible.

3. Permitted Use

Option A: Limited Use

The Partners shall use the Confidential Information solely for the purpose of [State Permitted Purpose, e.g., evaluating the potential formation of the Partnership; performing their duties as Partners of the Partnership; facilitating its business operations]. The Partners shall not use the Confidential Information for any other purpose, or disclose it to any third party, without the prior written consent of all other Partners.

Option B: Expanded Use Within Partnership

The Partners shall use the Confidential Information solely for the purpose of [State Permitted Purpose, e.g., evaluating the potential formation of the Partnership; performing their duties as Partners of the Partnership; facilitating its business operations]. Disclosure is permitted to employees, agents or contractors of the Partnership who have a need to know the Confidential Information to assist the Partners, provided such individuals are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

4. Safeguards

Option A: Reasonable Safeguards

The Partners shall use commercially reasonable safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to, implementing physical and electronic access controls, securing documents, and limiting dissemination on a "need-to-know" basis. Partners shall ensure their representatives comply with New Jersey Uniform Trade Secrets Act and industry best practices.

Option B: Specific Safeguard Requirements

The Partners shall: (a) maintain the Confidential Information in a secure location; (b) limit access to the Confidential Information to those Partners and Partnership personnel with a need to know; (c) implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including password protection and encryption of electronic data; and (d) take appropriate disciplinary action against any Partner or Partnership personnel who violate this Agreement. Partners shall ensure their representatives comply with New Jersey Uniform Trade Secrets Act and industry best practices.

5. Duration of Confidentiality

Option A: Fixed Term

The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date hereof, even after withdrawal, expulsion, dissolution, or termination of partnership interests per N.J.S.A. 42:1A-1 et seq.

Option B: Duration of Trade Secret Protection

The obligations of confidentiality under this Agreement shall continue for as long as the Confidential Information remains a trade secret under New Jersey law, even after withdrawal, expulsion, dissolution, or termination of partnership interests per N.J.S.A. 42:1A-1 et seq.

6. Notification of Breach

Option A: Standard Notification

Each Partner shall promptly notify all other Partners in writing upon becoming aware of any actual or suspected breach of this Agreement, or any unauthorized disclosure or use of the Confidential Information. The Partner shall cooperate fully with the Partnership in investigating and mitigating any such breach.

Option B: Detailed Breach Procedures

Each Partner shall, immediately upon discovery of any actual or suspected breach of this Agreement or any unauthorized disclosure or use of the Confidential Information: (a) notify all other Partners in writing; (b) take all reasonable steps to mitigate the effects of such breach; (c) cooperate fully with the Partnership in investigating the breach; and (d) provide the Partnership with all information relevant to the breach.

7. Return or Destruction of Confidential Information

Option A: On Demand

Upon the written request of any Partner or upon dissolution of the Partnership, each Partner shall promptly return to the Partnership all Confidential Information in their possession or control, including all copies thereof, or, at the Partnership's option, shall destroy such Confidential Information and certify in writing to the Partnership that such destruction has been completed.

Option B: On Specific Events

Upon completion of the [Project Name] project, withdrawal from the Partnership, dissolution of the Partnership, or at the cessation of this NDA, each Partner shall promptly return to the Partnership all Confidential Information in their possession or control, including all copies thereof, or, at the Partnership's option, shall destroy such Confidential Information and certify in writing to the Partnership that such destruction has been completed. Retention of copies in any form (including archived e-mails or backups) is expressly prohibited except where required by law, in which case, the Partner shall provide written notice to all other Partners.

8. Remedies for Breach

Option A: Standard Remedies

The Partners acknowledge that any breach of this Agreement may cause irreparable harm to the Partnership for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the Partnership shall be entitled to seek injunctive relief to prevent or restrain any breach or threatened breach of this Agreement. The injured party may also be entitled to actual and consequential damages, equitable remedies available under New Jersey law, attorney’s fees, and specific penalties. Any liquidated damages sought must be proportional under NJ contract law.

Option B: Specific Performance and Liquidated Damages

The Partners agree that specific performance is an appropriate remedy for any breach of this Agreement, in addition to any other remedies available at law or in equity. The Partners further agree that in the event of a breach of this Agreement, the non-breaching Partners shall be entitled to liquidated damages in the amount of [Dollar Amount], which the Partners agree is a reasonable estimate of the damages that the non-breaching Partners would suffer as a result of such breach, taking into consideration the necessity of proportionality under NJ contract law. The injured party may also be entitled to actual and consequential damages, equitable remedies available under New Jersey law, and attorney’s fees.

9. Dispute Resolution

Option A: Mediation and Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation. If the dispute cannot be resolved through negotiation, the parties shall attempt to resolve the dispute through mediation in [County Name] County, New Jersey. If the dispute cannot be resolved through mediation, the dispute shall be submitted to binding arbitration in [County Name] County, New Jersey, in accordance with the rules of the American Arbitration Association.

Option B: Litigation

Any dispute arising out of or relating to this Agreement shall be resolved through litigation in the state or federal courts located in [County Name] County, New Jersey.

10. Governing Law

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. This agreement complies with the New Jersey Uniform Partnership Act, the New Jersey Trade Secrets Act, and relevant state statutes for protection of confidential business information.

11. Representations and Warranties

Each Partner represents and warrants that: (a) they have the full power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement does not violate any other agreement to which they are a party; and (c) they will comply with all applicable laws and regulations in performing their obligations under this Agreement.

12. Practical Partnership Considerations

Option A: General Partnership

This agreement applies to information shared by or with departing partners. Continued confidentiality applies to third-party affiliates or subsequent partnerships. Jointly developed IP or trade secrets will be owned and used by the Partnership, adhering to NJ intellectual property law.

Option B: Limited Partnership

This agreement applies to information shared by or with departing partners. Continued confidentiality applies to third-party affiliates or subsequent partnerships. Jointly developed IP or trade secrets will be owned and used by the Partnership, adhering to NJ intellectual property law and the Partnership agreement. Any limited partner with no say in the operations must maintain the NDA as well.

13. Industry-Specific Regulations

Option A: General Compliance

The parties agree to comply with all industry-specific regulations in New Jersey relevant to their business or the Confidential Information, including, but not limited to, financial regulations, healthcare privacy laws, and cybersecurity requirements.

Option B: Specified Compliance

The parties agree to comply with the following industry-specific regulations in New Jersey relevant to their business or the Confidential Information: [List specific regulations, e.g., New Jersey banking privacy laws, New Jersey medical records privacy statutes, federal and state cybersecurity requirements].

14. Severability

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

15. 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.

16. Amendment

This Agreement may be amended only by a writing signed by all Partners.

17. 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 overnight courier to the addresses set forth above.

18. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by all Partners. No failure or delay in exercising any right or remedy shall operate as a waiver thereof.

19. Independent Counsel

Each Partner acknowledges that they have had the opportunity to consult with independent legal counsel regarding this Agreement.

20. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Partners, their successors, and assigns, to the extent permitted by New Jersey partnership law.

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

[Partner 1 Full Legal Name]

____________________________

[Partner 2 Full Legal Name]

____________________________

[Partner 3 Full Legal Name]

____________________________

[Partnership Legal Name]

By: ____________________________

Name: [Name of Authorized Representative]

Title: [Title of Authorized Representative]