New York partnership nda template

New York Partnership Non-Disclosure Agreement

This New York Partnership Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this [Date] by and between:

[Partner 1 Legal Name], a [State of Formation] [Entity Type] with a principal place of business at [Partner 1 Business Address], and whose authorized signatory is [Partner 1 Authorized Signatory Name] (“Partner 1”);

and

[Partner 2 Legal Name], a [State of Formation] [Entity Type] with a principal place of business at [Partner 2 Business Address], and whose authorized signatory is [Partner 2 Authorized Signatory Name] (“Partner 2”).

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

Confidential Information: Any and all information disclosed by one 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, including, but not limited to:

• Joint venture plans
• Partnership negotiations
• Financial projections
• Partner contributions
• Intellectual property to be jointly developed or combined
• Proprietary technologies
• Unique business strategies disclosed during partnership discussions
• Client acquisition plans
• Key client or vendor data
• Partner lists
• Market analysis
• Business valuations
• Documentation or data generated by the partnership.

Purpose: The sole and exclusive purpose of this Agreement is to allow the Parties to evaluate, negotiate, and potentially enter into a partnership for [Describe Partnership Activities].

2. Exclusions from Confidential Information

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

• Is lawfully in the Receiving Party’s possession prior to its disclosure by the Disclosing Party and is not subject to another confidentiality agreement.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement.
• Is disclosed pursuant to a valid order of a New York court or governmental authority, or pursuant to a lawful subpoena, provided that the Receiving Party gives the Disclosing Party reasonable prior written notice of such required disclosure and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

3. Use and Protection of Confidential Information

The Receiving Party agrees:

• To use the Confidential Information solely for the Purpose defined in Section 1 and for no other purpose whatsoever, including but not limited to using it in the Receiving Party’s independent business or for competitive advantage.
• To protect the Confidential Information from unauthorized disclosure using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, consistent with New York’s SHIELD Act standards for reasonable safeguards.
• To implement and maintain reasonable security measures, including, but not limited to, secure storage, access control, limited transmission channels, and encryption requirements for sensitive information, and to ensure that all employees and subcontractors who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

4. Term and Termination

• Option A: This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of [Number] years from the Effective Date, unless earlier terminated as provided herein.
• Option B: With respect to information qualifying as a trade secret under New York law, the obligations of confidentiality shall continue indefinitely.

This Agreement may be terminated by either Party upon [Number] days’ written notice to the other Party. The obligations regarding Confidential Information shall survive termination of this Agreement as specified herein.

5. Return or Destruction of Confidential Information

Upon the earlier of (i) the dissolution of the potential partnership, (ii) the successful completion of a definitive agreement creating the partnership, or (iii) the Disclosing Party’s written demand, the Receiving Party shall promptly return to the Disclosing Party all tangible and electronic Confidential Information, including all copies thereof, or, at Disclosing Party’s option, certify in writing its destruction.

6. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure, including compliance with New York’s General Business Law Articles 39-F and 39-I in case of compromised personal data.

7. Remedies for Breach

In the event of a breach of this Agreement, the Disclosing Party shall be entitled to all remedies available under New York law, including, but not limited to, actual damages, equitable remedies (including temporary and permanent injunctive relief), and, if applicable and not deemed punitive under New York law, liquidated damages in the amount of [Dollar Amount]. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

8. Burden of Proof

In any action alleging a breach of this Agreement, the burden of proving that information is not Confidential Information, or that an exception to confidentiality applies, shall be on the Receiving Party, consistent with relevant NY Evidence Law standards.

9. 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.

• Option A: Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state or federal courts located in [County] County, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in New York City, New York, in accordance with the rules of the American Arbitration Association.

10. Dispute Resolution

Prior to initiating any legal action or arbitration, the Parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. If such negotiation is unsuccessful, the Parties agree to submit the dispute to mediation under the rules of the [Mediation Organization, e.g., NYC Bar Association].

11. Representations and Warranties

Each Party represents and warrants that it has the right to disclose the Confidential Information that it discloses to the other Party and that such disclosure does not violate the rights of any third party. Each party warrants that they will not bring third-party confidential data into the partnership absent prior consent.

12. Sector-Specific Compliance

• Option A: This section does not apply.
• Option B: If applicable, the Parties agree to comply with all applicable sector-specific New York regulations, including, but not limited to, NYSDFS cybersecurity regulations, HIPAA, and education privacy laws. Each party represents they are compliant with these regulations.

13. Authorized Personnel

The Confidential Information may be disclosed only to those employees, consultants, and advisors of each Party who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. Each Party shall be vicariously liable for any breach of this Agreement by its employees, consultants, and advisors.

14. Equitable Relief

The Disclosing Party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled, without proof of special damages, to seek equitable relief, including specific performance and injunctive relief, for any threatened or actual breach of this Agreement.

15. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
• Non-Waiver: No waiver of any breach of this Agreement shall be deemed a waiver of any other breach.
• Amendment: This Agreement may be amended only by a written instrument signed by both Parties.
• No Partnership by Disclosure: Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
• Partnership Law: This NDA does not limit rights and obligations under New York partnership law, especially fiduciary duties arising under NY Partnership Law §43 and relevant implied covenants.
• Notice: 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, postage prepaid, or sent by reputable overnight courier service, to the addresses set forth above.
• Export Control: If the partnership involves cross-border disclosures, the Parties acknowledge and agree to comply with all applicable export control and cross-border privacy laws and regulations.

This Agreement shall be interpreted and enforced in light of New York business practice norms and any special requirements for the Parties’ partnership entity type (general partnership, LLP, LP, etc.).

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

[Partner 1 Legal Name]

By: [Partner 1 Authorized Signatory Name]

Title: [Partner 1 Authorized Signatory Title]

[Partner 2 Legal Name]

By: [Partner 2 Authorized Signatory Name]

Title: [Partner 2 Authorized Signatory Title]