New Mexico nda template

New Mexico Non-Disclosure Agreement (NDA)

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

[Disclosing Party Name], residing at [Disclosing Party Address], (hereinafter referred to as "Disclosing Party"),

and

[Receiving Party Name], residing at [Receiving Party Address], (hereinafter referred to as "Receiving Party").

If either party is an entity, include entity type (e.g., LLC, Corp.) and state of incorporation or residence.

1. Definition of Confidential Information

"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, 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.

Option A: Confidential Information includes, but is not limited to: trade secrets, business plans, technical data, intellectual property, financial information, client lists, and other proprietary or sensitive information.

Option B: Confidential Information specifically excludes the categories of information listed in Section 2.

Does Confidential Information include information disclosed prior to the date of this Agreement?

Option A: Yes

Option B: No

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

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

Is rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party.

Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Is rightfully obtained by the Receiving Party from a third party who has the right to disclose it.

Option A: Include a requirement that the Receiving Party provides written proof of prior knowledge or independent development.

Option B: Add: "...provided such third party is not bound by a confidentiality agreement with the Disclosing Party."

3. Obligations of Receiving Party

The Receiving Party agrees to protect the Confidential Information of the Disclosing Party with the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care.

The Receiving Party agrees not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

Option A: The Receiving Party may disclose Confidential Information to its employees, consultants, and advisors who have a need to know the information for the purpose of [Permitted Purpose], and who are bound by confidentiality obligations at least as protective as those contained herein.

Option B: Disclosure is strictly limited to employees with a need-to-know basis.

The Receiving Party agrees to use the Confidential Information solely for the purpose of [Permitted Purpose].

New Mexico law requires good faith and fair dealing. All acts related to this NDA must be carried out in accordance with New Mexico law.

4. Handling of Confidential Information

The Receiving Party shall safeguard the Confidential Information from unauthorized access, use, or disclosure.

Option A: Confidential Information stored electronically must be encrypted using [Encryption Standard].

Option B: Physical documents containing Confidential Information must be stored in a secure location with limited access.

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 summaries thereof, in its possession or control.

Option A: The Receiving Party shall certify in writing that it has complied with this provision.

Option B: Destruction of electronic copies must be done according to [Specific Destruction Method].

The Receiving Party shall promptly notify the Disclosing Party of any unauthorized disclosure or use of the Confidential Information.

5. Duration of Confidentiality Obligation

The confidentiality obligations under this Agreement shall commence on the date hereof and shall continue for a period of [Number] years from the date of disclosure of each item of Confidential Information.

Option A: The confidentiality obligations with respect to trade secrets shall continue indefinitely.

Option B: Different categories of information may have different durations. For example, technical information is [Number] years, and financial information is [Number] years.

6. Permitted and Prohibited Disclosures

The Receiving Party may disclose Confidential Information if required to do so by law, regulation, or court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement prior to disclosure, to the extent legally permissible.

Option A: The Receiving Party shall provide at least [Number] days' notice.

Option B: The Receiving Party shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy. The Disclosing Party agrees to bear the expense of their legal counsel.

The Receiving Party shall only disclose the minimum amount of Confidential Information necessary to comply with the legal requirement.

7. Remedies for Breach

The Disclosing Party shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

The Receiving Party shall be liable for any damages, including actual, consequential, and incidental damages, arising from any breach of this Agreement.

Option A: Liquidated damages of [Dollar Amount] per instance of breach.

Option B: The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

8. Intellectual Property Rights

The Disclosing Party retains all right, title, and interest in and to its Confidential Information, including all intellectual property rights therein.

No license or conveyance of any intellectual property rights is granted or implied under this Agreement.

Option A: This agreement does not change any existing ownership of intellectual property.

Option B: The Receiving Party acknowledges that the Disclosing Party is the sole and exclusive owner of any and all trademarks, service marks, trade names, copyrights, patents, and other intellectual property rights relating to the Confidential Information.

9. Representations and Warranties

The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information.

Option A: The Disclosing Party represents that the information provided is, to the best of its knowledge, true and accurate.

Option B: The Disclosing Party makes no warranties, express or implied, regarding the accuracy or completeness of the Confidential Information.

10. No Obligation

This Agreement does not create any obligation on either party to enter into any further agreement or business relationship.

11. Integration Clause

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.

Option A: Exclude this clause.

Option B: This agreement does not supersede [Specific Previous Agreement].

12. Amendment

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

13. 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.

14. Assignment

This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

Option A: Either party may assign this agreement to a successor in interest by merger, acquisition, or sale of all or substantially all of its assets.

Option B: The receiving party may not assign any obligations or delegate any performance under this NDA.

15. Governing Law and Jurisdiction

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.

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 Name] County, New Mexico, and the parties hereby consent to the jurisdiction of such courts.

16. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method, e.g., mediation, arbitration, litigation] in [City, State].

Option A: Mandatory mediation prior to initiating litigation.

Option B: Arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

New Mexico law requires that disputes be handled in accordance with New Mexico laws and legal procedures.

17. Severability

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

18. 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 above.

Option A: Email notification is acceptable at [Email Address].

Option B: Notice must be given to both the address above and [Alternative Contact Information].

19. New Mexico Specific Provisions

Choice of Law: This Agreement is made under and shall be governed by the laws of the State of New Mexico.

Enforceability: New Mexico courts enforce reasonable time, geographic, and subject-matter limits on confidentiality agreements.

New Mexico Uniform Trade Secrets Act: This Agreement is intended to comply with the New Mexico Uniform Trade Secrets Act.

Whistleblower Protection: Nothing in this agreement prevents reporting potential violations of law to government authorities.

[Insert User-Specified State-Required Disclosures Here]

20. Additional Provisions

[Non-Solicitation Clause - Optional] The Receiving Party agrees not to solicit, recruit, or hire any employee or contractor of the Disclosing Party during the term of this Agreement and for a period of [Number] years thereafter.

[Non-Circumvention Clause - Optional] The Receiving Party agrees not to circumvent the Disclosing Party in any business opportunities related to the Confidential Information.

[Return/Destruction of Records Clause - Optional] Upon request by the disclosing party, the receiving party shall return or destroy, at the disclosing party's option, all records of the confidential information in its possession.

This NDA is related to [Context e.g. employment, business negotiations, other].

21. Regulatory Compliance

[HIPAA Compliance - Optional] If this agreement involves Protected Health Information (PHI), both parties agree to comply with the requirements of the Health Insurance Portability and Accountability Act (HIPAA).

[Export Control Compliance - Optional] If the Confidential Information includes technical data subject to export control laws, both parties agree to comply with all applicable export control regulations.

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

[Disclosing Party Name]

By: ____________________________

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title (if applicable)]

Date: ____________________________

[Receiving Party Name]

By: ____________________________

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title (if applicable)]

Date: ____________________________

(Optional: Notary Acknowledgment or Witness Attestation - Insert Here)