New Mexico mutual nda template

New Mexico Mutual Non-Disclosure Agreement

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

[Disclosing Party Name], a [Entity Type, e.g., Corporation, LLC, Individual] with a principal place of business at [Disclosing Party Address], hereinafter referred to as "Disclosing Party,"

• Contact Person: [Disclosing Party Contact Person]
• Email: [Disclosing Party Email]
• Phone: [Disclosing Party Phone]

And

[Receiving Party Name], a [Entity Type, e.g., Corporation, LLC, Individual] with a principal place of business at [Receiving Party Address], hereinafter referred to as "Receiving Party."

• Contact Person: [Receiving Party Contact Person]
• Email: [Receiving Party Email]
• Phone: [Receiving Party Phone]

WHEREAS, Disclosing Party and Receiving Party desire to engage in discussions regarding [Purpose of Disclosure, e.g., potential business collaboration, project].

WHEREAS, in the course of these discussions, each party may disclose to the other certain confidential information that it desires to protect from unauthorized use and disclosure.

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

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 orally, in writing, 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. Confidential Information includes, but is not limited to:

• Trade secrets as defined by the New Mexico Uniform Trade Secrets Act (NMUTSA)
• Business strategies
• Proprietary technology
• Source code
• Customer and supplier data
• Marketing plans
• Undisclosed financial information
• Project proposals
• Business processes
• Any other information exchanged during the relationship

• Option A: Specific data or information types: [List specific data or information types]
• Option B: All data disclosed
  • All information disclosed regardless of marking or medium

Exclusions from Confidentiality

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

• Is already known to the Receiving Party prior to its disclosure by the Disclosing Party, without any obligation of confidentiality.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Is or becomes publicly available through no wrongful act or breach of this Agreement by the Receiving Party.
• Is required to be disclosed by law, regulation, court order, subpoena, or other governmental authority, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) and reasonably cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.
• Option A: Information approved for release in writing by the Disclosing Party
• Option B: Summarized or consolidated data not attributable to the Disclosing Party

Permitted Use

The Receiving Party shall use the Disclosing Party’s Confidential Information solely for the purpose of [Specific Permitted Purpose, e.g., evaluating a potential business transaction, performing services under a contract].

The Receiving Party shall not use the Disclosing Party’s Confidential Information for any other purpose, including, but not limited to, for its own benefit or the benefit of any third party, or in any manner that is competitive with the Disclosing Party.

• Option A: Permitted Purpose includes research and development.
• Option B: Permitted Purpose explicitly excludes competitive analysis.

Duty of Care

The Receiving Party shall protect the Disclosing Party’s 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. Reasonable care shall include, but not be limited to:

• Restricting access to Confidential Information to those employees, agents, or contractors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• Maintaining Confidential Information in a secure location and/or behind password-protected systems.
• Implementing appropriate physical, technical, and administrative safeguards to prevent unauthorized access to or disclosure of Confidential Information.
• Complying with all applicable laws and regulations regarding the protection of personal data, including New Mexico's data breach notification requirements, if applicable.
• Option A: Encryption of electronic data
• Option B: Physical lock and key for sensitive documents

Term

This Agreement shall commence on the Effective Date and shall continue for a term of [Number] years. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement and shall continue for:

• Option A: Trade Secrets: Indefinitely, as long as the information remains a trade secret under the NMUTSA.
• Option B: Other Confidential Information: [Number] years after the termination of this Agreement.

Return of Confidential Information

Upon the Disclosing Party’s written request or upon the termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies of the Disclosing Party’s Confidential Information in its possession or control, or, at the Disclosing Party’s option, destroy all such copies and certify in writing to the Disclosing Party that such destruction has been completed. This includes all electronic files, keys, and access credentials.

• Option A: Allow the receiving party to retain an archival copy
• Option B: Digital Destruction only

Notice of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. The Receiving Party shall cooperate with the Disclosing Party in taking all reasonable steps to mitigate the effects of such unauthorized use or disclosure and to prevent its recurrence.

• Option A: Notice required within 24 hours
• Option B: Notice required within 72 hours

Remedies

The parties agree that any breach of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief to prevent any further breach of this Agreement, in addition to any other remedies available at law or in equity, including, but not limited to, actual damages, reasonable attorneys’ fees, and any other relief available under the New Mexico Uniform Trade Secrets Act or other applicable law.

• Option A: Liquidated Damages - amount [Dollar Amount].
• Option B: Arbitration clause

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name], New Mexico.

• Option A: Mediation before litigation.
• Option B: Waiver of jury trial.

Relationship of Parties

Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, employment, agency, or other relationship between the parties, except as expressly set forth herein.

Third-Party Confidential Information

The Receiving Party acknowledges that in the course of performing its obligations under this Agreement, it may receive confidential information from third parties. The Receiving Party agrees to protect such third-party confidential information in accordance with the terms of this Agreement.

• Option A: Specific NDA with the third party applies
• Option B: Disclosing Party takes responsibility for third party disclosures

Regulatory Compliance

If applicable, the Receiving Party shall comply with all applicable industry-specific regulatory requirements relating to confidentiality and data protection, including, but not limited to, New Mexico’s requirements for data handling in [Industry, e.g., banking, healthcare, procurement].

Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service, to the addresses set forth above.

• Option A: Allow email notification as primary form
• Option B: Require physical mailing

Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other party.

• Option A: Assignment allowed to affiliates
• Option B: Assignment strictly forbidden

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.

Waiver, Amendment, and Integration

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

Electronic Signatures

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. Electronic signatures shall be valid and binding to the same extent as original signatures under the New Mexico Uniform Electronic Transactions Act.

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]