North Carolina nda template

North Carolina Non-Disclosure Agreement (NDA)

Effective Date: [Date]

1. Parties

Option A (Unilateral):

Disclosing Party: [Name], located at [Address] ("Disclosing Party")

Receiving Party: [Name], located at [Address] ("Receiving Party")

Option B (Mutual):

Party A: [Name], located at [Address] ("Party A")

Party B: [Name], located at [Address] ("Party B")

2. Purpose

This Agreement is made in connection with [Description of purpose, e.g., a potential business transaction, evaluation of a technology, discussion of a project]. The Disclosing Party (or both parties in a Mutual NDA) desires to disclose certain confidential information to the Receiving Party (or the other party in a Mutual NDA) for the purpose of [Specific purpose, e.g., evaluating a potential investment, assessing the feasibility of a collaboration].

3. Definition of Confidential Information

"Confidential Information" means any information disclosed by the Disclosing Party (or either party, if mutual) to the Receiving Party (or the other party, if mutual), either directly or indirectly, in writing, orally, or by inspection of tangible objects, including, but not limited to:

• Business plans
• Customer lists
• Trade secrets
• Financial information
• Inventions
• Technical data

Confidential Information also includes information created by the Receiving Party (or the other party, if mutual) that contains, reflects, or is derived from the Disclosing Party's (or the disclosing party's, if mutual) Confidential Information.

Exclusions: The following information is not considered Confidential Information:

• Information that is or becomes publicly available through no fault of the Receiving Party (or the other party, if mutual).
• Information rightfully received by the Receiving Party (or the other party, if mutual) from a third party without a duty of confidentiality.
• Information independently developed by the Receiving Party (or the other party, if mutual) without use of or reference to the Disclosing Party's (or the disclosing party's, if mutual) Confidential Information.
• Information required to be disclosed by law or court order, provided the Receiving Party (or the other party, if mutual) gives the Disclosing Party (or the disclosing party, if mutual) prompt notice of such requirement, to the extent legally permissible.

4. Obligations of Receiving Party

The Receiving Party (or each party, if mutual) shall:

• Protect the confidentiality of the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but no less than reasonable care.
• Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party (or the other party, if mutual).
• Use the Confidential Information solely for the Purpose stated in Section 2.
• Restrict access to the Confidential Information to its employees, agents, and consultants who have a "need to know" and who are bound by confidentiality obligations no less restrictive than those contained herein.
• Implement and maintain reasonable security measures to prevent unauthorized access to or disclosure of the Confidential Information.

5. Permitted Disclosures

The Receiving Party (or each party, if mutual) may disclose Confidential Information only to:

• Its employees, agents, and consultants who have a "need to know" the information for the Purpose stated in Section 2, and who are bound by confidentiality obligations no less restrictive than those contained herein.
• Its professional advisors (e.g., attorneys, accountants) who have a "need to know" the information and who are bound by a duty of confidentiality.

Any other disclosure requires the prior written consent of the Disclosing Party (or the other party, if mutual).

6. Duration of Confidentiality Obligations

Option A (Fixed Term): The obligations of confidentiality under this Agreement shall continue for a period of [Number] ([Number written out]) years from the Effective Date.

Option B (Indefinite - Trade Secrets): With respect to information that constitutes a "trade secret" under applicable law, including the North Carolina Trade Secrets Protection Act, the obligations of confidentiality under this Agreement shall continue indefinitely. For all other Confidential Information, the obligations of confidentiality under this Agreement shall continue for a period of [Number] ([Number written out]) years from the Effective Date.

7. Return or Destruction of Materials

Upon the written request of the Disclosing Party (or the other party, if mutual), or upon termination of this Agreement, the Receiving Party (or the other party, if mutual) shall promptly return to the Disclosing Party (or the disclosing party, if mutual) all Confidential Information, including all copies and extracts thereof, or, at Disclosing Party's (or the disclosing party's, if mutual) option, destroy such materials and certify such destruction in writing.

8. Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.

The Disclosing Party (or each party, if mutual) represents and warrants that the disclosure of Confidential Information under this Agreement does not violate the rights of any third party.

9. Remedies for Breach

The parties agree that any breach of this Agreement would cause irreparable harm to the Disclosing Party (or the other party, if mutual) for which monetary damages would be inadequate.

In the event of a breach or threatened breach of this Agreement, the Disclosing Party (or the other party, if mutual) shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other remedies available at law or in equity, without the necessity of posting a bond.

Limitation on Liability: Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement, even if such party has been advised of the possibility of such damages.

10. 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 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 [Name of North Carolina County] County, North Carolina, and the parties hereby consent to the jurisdiction of such courts.

11. Mutual or Unilateral Agreement

Option A (Unilateral): This is a unilateral Non-Disclosure Agreement, wherein only the Disclosing Party is disclosing Confidential Information.

Option B (Mutual): This is a mutual Non-Disclosure Agreement, wherein both parties are disclosing Confidential Information. All provisions apply equally to both parties.

12. No Employment Restrictions

Nothing in this Agreement shall be construed to restrict the Receiving Party (or either party, if mutual) from seeking or accepting employment with any person or entity. However, this clause does not negate any obligations related to non-disclosure of Confidential Information described herein. Note that non-compete agreements in North Carolina must be separately executed and meet specific legal requirements.

13. No License Granted

Nothing in this Agreement shall be construed as granting to the Receiving Party (or the other party, if mutual) any license, either express or implied, under any patent, copyright, trade secret, or other intellectual property right of the Disclosing Party (or the disclosing party, if mutual).

14. No Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of this Agreement.

15. 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.

16. Entire Agreement and Amendment

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.

This Agreement may be amended only by a writing 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 in connection with a merger, acquisition, or sale of all or substantially all of its assets.

18. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified mail, return receipt requested, or (c) sent by reputable overnight courier service, to the addresses set forth in Section 1.

19. Acknowledgment of Understanding and Execution

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms and conditions.

Signature Block (Disclosing Party/Party A):

Signature: ____________________________

Printed Name: [Name]

Title: [Title]

Date: [Date]

Signature Block (Receiving Party/Party B):

Signature: ____________________________

Printed Name: [Name]

Title: [Title]

Date: [Date]

20. Optional Clauses

Export Controls: The Receiving Party (or each party, if mutual) acknowledges that the Confidential Information may be subject to U.S. export control laws and regulations, and agrees to comply with all such laws and regulations.

Whistleblower Exemption: Nothing in this Agreement shall prohibit or restrict the Receiving Party (or each party, if mutual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Receiving Party (or each party, if mutual) does not need prior authorization from the Disclosing Party (or the other party, if mutual) to make any such reports or disclosures and is not required to notify the Disclosing Party (or the other party, if mutual) that such reports or disclosures were made.

Notification of Breach: The Receiving Party (or each party, if mutual) shall promptly notify the Disclosing Party (or the other party, if mutual) upon becoming aware of any unauthorized use or disclosure of the Confidential Information.

Attorney's Fees: In the event of any legal action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs.

Electronic Signatures: 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. The parties agree that electronic signatures shall have the same force and effect as original signatures.