North Carolina mutual nda template

North Carolina Mutual Non-Disclosure Agreement

This North Carolina Mutual Non-Disclosure Agreement (the “Agreement”) is made as of this [Date], by and between:

• [Discloser/Recipient A Name], a [Legal Entity Type] with its principal place of business at [Address], hereinafter referred to as “Party A”;
• and
• [Discloser/Recipient B Name], a [Legal Entity Type] with its principal place of business at [Address], hereinafter referred to as “Party B”.

Both Party A and Party B may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose

The purpose of this Agreement is to protect certain Confidential Information (as defined below) that may be disclosed by either Party to the other in connection with:

• Option A: A joint project regarding [Project Description].
• Option B: The potential employment of [Employee Name] by [Company Name].
• Option C: The provision of contractor services by [Contractor Name] to [Company Name].
• Option D: Business negotiations related to [Description of Negotiations].

2. 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, visually, in writing, electronically, or in any other tangible form, 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. This includes, but is not limited to:

• Business strategies, including marketing plans, sales plans, and financial projections.
• Trade secrets as defined under North Carolina’s Trade Secrets Protection Act (N.C. Gen. Stat. § 66-152 et seq.).
• Proprietary technology, formulae, and process documentation.
• Client, customer, and vendor lists.
• Pricing and financial plans.
• Marketing materials.
• Product development roadmaps.
• Any non-public information conveyed orally, visually, written, through electronic communications, tangible documents, or sample sharing.

If oral disclosure occurs, it must be designated as confidential in writing within [Number] days of the oral disclosure.

3. Exclusions from Confidential Information

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

• Option A: Was in the Receiving Party’s possession without obligation of confidentiality prior to disclosure by the Disclosing Party.
• Option B: Is or becomes publicly available through no fault of the Receiving Party.
• Option C: Is received lawfully from a third party without restriction.
• Option D: Is required to be disclosed by court order, subpoena, or applicable North Carolina or federal law, provided that the Receiving Party:
• Gives prompt notice to the Disclosing Party.
• Seeks to limit disclosure.
• Cooperates with the Disclosing Party in seeking protective orders.

4. Permitted Use

The Receiving Party shall use the Confidential Information solely for the Purpose described in Section 1. The Receiving Party shall not:

• Option A: Use the Confidential Information for any other purpose.
• Option B: Disclose the Confidential Information to any third party, except as expressly permitted in Section 6.
• Option C: Use the Confidential Information to compete with the Disclosing Party.
• Option D: Use the Confidential Information to the disadvantage of the Disclosing Party.

5. Security Measures

Each Party shall implement and maintain, at a minimum, commercially reasonable physical, technical, organizational, and administrative security measures appropriate to the sensitivity of the Confidential Information. These measures shall include, but are not limited to:

• Access controls.
• Password policies.
• Secure storage.
• Secure transmission methods.

6. Disclosure to Employees/Agents

The Receiving Party may disclose Confidential Information to its employees, agents, contractors, affiliates, or legal representatives (collectively, “Representatives”) who have a need to know the Confidential Information for the Purpose described in Section 1, provided that:

• Option A: Such Representatives are bound by written confidentiality obligations at least as restrictive as those in this Agreement.
• Option B: The Receiving Party is liable for any breach of this Agreement by its Representatives.

7. Notification of Unauthorized Disclosure

Each Party shall promptly notify the other in writing of any known or suspected unauthorized use, loss, disclosure, or breach of the Confidential Information. The breaching Party shall cooperate fully, at its own expense, with efforts to mitigate damages.

8. Return or Destruction of Confidential Information

Upon the termination of this Agreement, the conclusion of the Purpose, or upon written request from the Disclosing Party, the Receiving Party shall:

• Option A: Return all Confidential Information, including all hard copies and electronic files (including all backups and derivative materials).
• Option B: Certify in writing that all Confidential Information has been securely destroyed.

9. Term

This Agreement shall commence on the Effective Date and shall continue:

• Option A: For a period of [Number] years from the Effective Date.
• Option B: In perpetuity with respect to trade secrets as defined under North Carolina law.

10. Ongoing Cooperation

The Parties shall cooperate with each other in connection with any misappropriation proceedings or subpoena responses that may arise after the termination of this Agreement.

11. Ownership and Reservation of Rights

All Confidential Information disclosed under this Agreement remains the property of the Disclosing Party. Disclosure does not grant the Receiving Party any license, ownership, or other rights except as specifically provided herein.

12. Remedies

In the event of a breach of this Agreement, the Disclosing Party shall be entitled to:

• Option A: Monetary damages.
• Option B: Injunctive relief.
• Option C: Specific performance.
• Option D: Recovery of attorneys’ fees and costs, as permitted by North Carolina law, including N.C. Gen. Stat. § 66-154 for trade secret misappropriation.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. The exclusive forum for any legal action arising out of or relating to this Agreement shall be a state or federal court located in [County Name] County, North Carolina.

14. 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 in the introductory paragraph of this Agreement.

15. 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.

16. Amendment

Any amendment or modification of this Agreement must be in writing and signed by both Parties.

17. Assignment

This Agreement may not be assigned by either Party without the prior written consent of the other Party, except to a successor in interest by merger, acquisition, or sale of substantially all of its assets.

18. 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. The parties agree to negotiate in good faith a valid, enforceable substitute provision that achieves to the greatest extent possible the economic objectives of the stricken provision.

19. Representations

Each Party represents and warrants that it has the right to disclose the Confidential Information and that its entry into this Agreement does not violate any other agreement to which it is a party.

20. Independent Contractors

The Parties acknowledge and agree that they are independent contractors and that this Agreement does not create any partnership, joint venture, agency, or employment relationship between them.

21. Additional Provisions

[Insert any additional provisions specific to the industry, regulatory context, or intended collaboration. Be specific and tailored to the factual circumstances and North Carolina legal landscape.]

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

[Discloser/Recipient A Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Discloser/Recipient B Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]