New York mutual nda template

New York Mutual Non-Disclosure Agreement

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

[Party A Name], with a business address at [Party A Address], hereinafter referred to as "Party A"; and

[Party B Name], with a business address at [Party B Address], hereinafter referred to as "Party B".

1. 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, 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:

• Technical data, know-how, designs, formulas, processes, algorithms, source code, software, and inventions.
• Business strategies, marketing plans, sales data, customer lists, vendor lists, and financial information.
• Product development plans, research and development information, and prototypes.
• Legal documents, personnel records, and internal communications.

• Option A: Information shall not be deemed confidential unless identified as such at the time of disclosure.
• Option B: Information disclosed orally shall be deemed confidential if summarized and designated as confidential in writing within thirty (30) days of disclosure.

2. Exclusions from Confidential Information

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

• Is or becomes publicly available through no fault of the Receiving Party.
• Was rightfully in the Receiving Party's possession without restriction prior to 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 required to be disclosed by law, regulation, subpoena, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

3. Permitted Use

The Receiving Party shall use the Confidential Information solely for the purpose of [Purpose of Disclosure] (the "Permitted Purpose"). The Receiving Party shall not use the Confidential Information for any other purpose or for its own benefit or the benefit of any third party, without the Disclosing Party's prior written consent.

4. Obligations of Confidentiality

Each Party shall:

• Protect the Confidential Information of the other 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 reasonable care.
• Restrict access to the Confidential Information to its employees, agents, and subcontractors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent.

• Option A: The Receiving Party will maintain a record of all individuals who have access to the Disclosing Party’s Confidential Information.
• Option B: The Receiving Party shall ensure its employees complete annual confidentiality training.

5. Handling of Electronic Information

Each Party shall:

• Use secure methods for transmitting Confidential Information electronically, including password protection and encryption where appropriate.
• Comply with all applicable New York and federal data protection laws, including the New York SHIELD Act.
• Notify the Disclosing Party immediately if any Confidential Information is lost, misused, or accessed by unauthorized parties, and cooperate with the Disclosing Party in any investigation or remediation efforts.

6. Term and Termination

This Agreement shall commence as of the Effective Date and shall continue in effect for a period of [Term Length] years. The obligations of confidentiality under this Agreement shall survive termination for a period of [Confidentiality Term Length] years from the date of termination or expiration of this Agreement, except for trade secrets, which shall be protected for as long as they qualify as trade secrets under New York law.

• Option A: The confidentiality obligations related to [Specific item] survive indefinitely.
• Option B: Either party may terminate this agreement with [number] days written notice.

7. Return or Destruction of Confidential Information

Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, including all copies, extracts, and derivatives thereof, and shall certify in writing to the Disclosing Party that it has complied with this obligation.

8. Intellectual Property Rights

No license, ownership transfer, or implied rights are granted under any patents, copyrights, trademarks, or proprietary know-how as a result of the disclosure of Confidential Information under this Agreement. All intellectual property rights in and to the Confidential Information shall remain the exclusive property of the Disclosing Party.

9. Non-Circumvention and Non-Solicitation (Optional)

• Non-Circumvention: During the term of this Agreement and for a period of [Non-Circumvention Period] years thereafter, each Party agrees not to circumvent the other Party by directly or indirectly contacting, soliciting, or engaging with any clients, customers, or partners of the other Party that were made known to it through the Confidential Information.
• Non-Solicitation: During the term of this Agreement and for a period of [Non-Solicitation Period] years thereafter, each Party agrees not to solicit, recruit, or hire any employees or independent contractors of the other Party that were made known to it through the Confidential Information.

10. Whistleblower and Regulatory Reporting

Nothing in this Agreement shall be construed to prevent either Party from reporting possible violations of law or regulation to any governmental agency or entity, including making use of applicable whistleblower protections under federal and New York law.

11. Representations and Warranties

Each Party represents and warrants that it has the authority to enter into this Agreement and that its disclosure of Confidential Information does not violate any third-party rights.

12. Breach and Remedies

In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable relief to prevent or restrain such breach, in addition to any other remedies available at law or in equity, including damages. All remedies are cumulative and not exclusive.

• Option A: Liquidated damages of [Dollar Amount] will be paid by the breaching party.
• Option B: The prevailing party in any legal action will be entitled to reasonable attorney's fees.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, 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 in New York], New York, and each Party consents to the jurisdiction of such courts.

14. Dispute Resolution

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

• Option A: Mandatory good-faith negotiation between the parties.
• Option B: Mediation administered by [Mediation Organization] in accordance with its rules.
• Option C: Binding arbitration in accordance with the rules of the American Arbitration Association.

15. Amendments and Waivers

No amendment, waiver, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

16. General Provisions

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, 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.
• Counterparts: 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.
• 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 mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above (or to such other address as a Party may designate by notice to the other Party).
• Assignment: This Agreement may not be assigned by either Party without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of its assets.

17. Equitable Relief

Each Party acknowledges that a breach of this Agreement may cause irreparable harm to the other Party for which monetary damages would be inadequate, and that the non-breaching Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of posting a bond or other security.

18. Compliance with Laws

Each Party shall comply with all applicable federal and New York laws and regulations in the performance of its obligations under this Agreement, including but not limited to [Specific Laws, e.g., HIPAA, GLBA, SHIELD Act].

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

[Party A Name]

By: [Party A Signature]

Name: [Party A Printed Name]

Title: [Party A Title]

[Party B Name]

By: [Party B Signature]

Name: [Party B Printed Name]

Title: [Party B Title]