New Mexico partnership nda template

New Mexico Partnership Non-Disclosure Agreement

This New Mexico Partnership Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Date] by and between:

[Partnership Entity Name 1], a [State] partnership, with its principal place of business at [Address], and its authorized signatory, [Signatory Name 1], [Signatory Title 1] (“Partner 1”);

and

[Partnership Entity Name 2], a [State] partnership, with its principal place of business at [Address], and its authorized signatory, [Signatory Name 2], [Signatory Title 2] (“Partner 2”).

1. Purpose and Scope

This Agreement governs the disclosure of Confidential Information (as defined below) between the Parties in connection with:

• Option A: The proposed formation of a partnership (the "Partnership") between Partner 1 and Partner 2.
• Option B: A joint venture between Partner 1 and Partner 2 for [Description of Joint Venture].
• Option C: A joint development project between Partner 1 and Partner 2 for [Description of Joint Development Project].
• Option D: A service collaboration between Partner 1 and Partner 2 regarding [Description of Service Collaboration].

The Confidential Information to be disclosed under this Agreement relates to:

• Option A: Business plans, financial records, partnership agreements, due diligence materials, internal governance documents, supplier and client lists, intellectual property, operational protocols, trade secrets, partnership tax strategies, legal and regulatory filings, communications exchanged during negotiations, business methods, proprietary data, strategic planning, partnership dispute resolutions.
• Option B: All data, whether oral, written, electronic, or visual, exchanged in the course of or for the Partnership.

2. Definition of Confidential Information

“Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as “confidential” or which, under the circumstances surrounding disclosure, ought reasonably to be treated as confidential. Confidential Information includes, but is not limited to, the information described in Section 1, and may also include:

• Option A: Technical data, trade secrets, know-how, inventions (whether patentable or not), processes, formulas, software, databases, schematics, research, product plans, marketing plans, financial information, and customer lists.
• Option B: The terms and conditions of this Agreement.

3. Exclusions from Confidentiality

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

• Is or becomes publicly available through no fault of the Receiving Party.
• Was already 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 use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records.
• Is rightfully received by the Receiving Party from a third party without restriction on disclosure.
• Is required to be disclosed pursuant to any applicable New Mexico statute, regulation, subpoena, or valid court order, provided that the Receiving Party gives the Disclosing Party prior written notice of such required disclosure (unless legally prohibited) and takes reasonable steps to contest or limit the scope of such disclosure.

4. Permitted Use

The Receiving Party agrees to use the Confidential Information solely for the purpose of:

• Option A: Evaluating the potential Partnership.
• Option B: Executing the Partnership agreement.
• Option C: Exercising its rights and performing its obligations under the Partnership agreement.

The Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to personal gain or commercial exploitation, without the Disclosing Party’s prior written consent.

5. Non-Disclosure

The Receiving Party agrees to protect the confidentiality of the Confidential Information using the same degree of care, but no less than a reasonable degree of care, as it uses to protect its own confidential information of similar nature and importance. The Receiving Party shall not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent, except to:

• Option A: The Receiving Party’s employees, agents, and consultants who have a need to know the Confidential Information for the Permitted Use and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
• Option B: Legal counsel and financial advisors, who are bound by professional obligations of confidentiality.

6. Safeguards

The Receiving Party shall implement and maintain reasonable organizational and technical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, including:

• Option A: Limiting access to the Confidential Information to authorized personnel only.
• Option B: Encrypting electronic data containing Confidential Information.
• Option C: Securely storing physical documents containing Confidential Information.
• Option D: Implementing background checks for personnel with access to Confidential Information.

These safeguards must meet or exceed reasonable standards under the New Mexico Uniform Trade Secrets Act.

7. Term of Confidentiality

The obligations of confidentiality under this Agreement shall continue:

• Option A: For a period of [Number] years following the termination or expiration of this Agreement.
• Option B: In perpetuity with respect to trade secrets.
• Option C: Until such time as the Disclosing Party provides written notice to the Receiving Party that the Confidential Information is no longer considered confidential.

This applies regardless of whether the Partnership is formed, dissolved, or undergoes changes in composition.

8. Return or Destruction of Confidential Information

Upon termination of the Partnership, dissolution, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all tangible embodiments of the Confidential Information, including all copies, notes, and summaries thereof, and shall certify in writing to the Disclosing Party that it has complied with this obligation.

9. Notice of Breach

The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any suspected or actual breach of this Agreement, unauthorized use or disclosure of the Confidential Information, or any other event that may compromise the confidentiality of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in investigating and remediating any such breach.

10. Remedies for Breach

The Disclosing Party shall be entitled to seek all available legal and equitable remedies for any breach of this Agreement by the Receiving Party, including:

• Option A: Injunctive relief to prevent further disclosure or use of the Confidential Information.
• Option B: Actual and consequential damages.
• Option C: Disgorgement of profits.
• Option D: Liquidated damages in the amount of [Dollar Amount].
• Option E: Attorneys’ fees and costs.

These remedies are in addition to any remedies available under the New Mexico Uniform Trade Secrets Act or other applicable New Mexico law.

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the Parties shall attempt to resolve the dispute through good faith negotiation between authorized representatives.
• If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to mediation or arbitration in [City], New Mexico, in accordance with the rules of [Mediation/Arbitration Organization].
• The laws of the State of New Mexico shall govern the interpretation and enforcement of this Agreement. The exclusive jurisdiction and venue for any litigation arising out of or relating to this Agreement shall be in the state and federal courts located in [County], New Mexico.

12. Compliance with New Mexico Law

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 Parties agree to comply with all applicable New Mexico state laws and regulations governing contracts, partnership duties, data privacy, trade secrets, and professional practices.

13. Representations and Warranties

Each Party represents and warrants to the other Party that:

• It has the full power and authority to enter into and perform its obligations under this Agreement.
• The execution and delivery of this Agreement does not violate any agreement or obligation to which it is a party.
• There is no conflict of interest or pre-existing obligation that would void or hinder the enforceability of this NDA.

14. Partnership Considerations

Each partner shall notify all other partners of key disclosures as required by the New Mexico Partnership Act. Confidentiality duties survive changes in partnership composition (admission, withdrawal, dissolution, or merger).

15. Addenda

This Agreement may be amended or supplemented by written addenda signed by both Parties. A template addendum is attached as [Addendum Name/Attachment].

16. No Circumvention

Neither Party shall circumvent the obligations of this Agreement through its affiliates, subsidiaries, or representatives without the prior written consent of the other Party.

17. Assignment, Amendment, and Waiver

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party. This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.

18. Notices

All notices and other communications 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.

19. 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.

20. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

21. No Other Relationship

This Agreement is specific for partnership collaborations in New Mexico and must not be construed as creating an employment, franchise, joint venture (unless expressly stated in Section 1), or other business relationship beyond the documented partnership arrangement.

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

[Partnership Entity Name 1]

By: [Signatory Name 1]

Title: [Signatory Title 1]

[Partnership Entity Name 2]

By: [Signatory Name 2]

Title: [Signatory Title 2]