North Carolina partnership nda template

North Carolina Partnership Mutual Non-Disclosure Agreement

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

[Entity Name 1], a [State of Formation] [Entity Type], with its principal place of business at [Business Address 1], and its authorized signatory [Signatory Name 1], [Signatory Title 1], reachable at [Phone Number 1] and [Email Address 1], and

[Entity Name 2], a [State of Formation] [Entity Type], with its principal place of business at [Business Address 2], and its authorized signatory [Signatory Name 2], [Signatory Title 2], reachable at [Phone Number 2] and [Email Address 2].

1. Purpose

The Parties are considering entering into a partnership regarding [Description of Partnership, e.g., Joint Venture, Business Collaboration, Service Agreement, Merger Discussions, Ongoing Operations]. This Agreement governs the disclosure of Confidential Information related to this partnership, including both pre-existing and subsequently disclosed information.

2. Definition of Confidential Information

"Confidential Information" means any information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, electronically or otherwise, 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:

• Partnership financial records
• Business and operational strategies
• Internal processes and methodologies
• Proprietary data
• Customer and client lists
• Supplier and vendor information
• Marketing and business plans
• Research and development materials
• Technical drawings or software
• Pricing structures
• Contract terms
• Legal documents
• Any other tangible or intangible information labeled or reasonably understood as confidential or proprietary within North Carolina business practices.

3. Exclusions from Confidentiality

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

• Was or becomes publicly available other than through a breach of this Agreement.
• Was already lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• Is obtained independently from a third party who is not under any obligation of confidentiality to the Disclosing Party.
• Is developed independently by the Receiving Party without reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records.
• Is required to be disclosed pursuant to a lawful order, subpoena, or other legal requirement.
  • Option A: The Receiving Party shall provide the Disclosing Party with prompt written notice of such required disclosure, if legally permissible, to allow the Disclosing Party to seek a protective order or other appropriate remedy.
  • Option B: The Receiving Party will use commercially reasonable efforts to obtain confidential treatment of any Confidential Information so disclosed.

4. Use and Disclosure Restrictions

The Receiving Party agrees:

• To use the Confidential Information solely for the authorized partnership activities and purposes explicitly identified in this Agreement.
• Not to use, copy, record, reverse engineer, or disseminate the Confidential Information for any unauthorized business, commercial, or personal advantage.
• Not to disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except as expressly permitted by this Agreement.

5. Safeguards

Each party shall employ commercially reasonable and industry-appropriate safeguards (physical, technical, and administrative) to protect the Confidential Information from unauthorized access, use, or disclosure, including but not limited to:

• Secure storage of physical documents
• Limited electronic access to digital information
• Controlled communication channels
• Procedures for handling and transmitting Confidential Information in compliance with North Carolina business norms and any applicable sector-specific laws such as healthcare (HIPAA) or financial (Gramm-Leach-Bliley Act).

6. Term and Duration

• The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue:
  • Option A: For a period of [Number] years following the termination of the partnership.
  • Option B: Until the Confidential Information lawfully enters the public domain.
  • Option C: Indefinitely, for information considered a trade secret under the North Carolina Trade Secrets Protection Act.

7. Return or Destruction of Confidential Information

Upon the expiration or termination of the partnership, or at the Disclosing Party's written request, the Receiving Party shall:

• Return all physical and electronic Confidential Information to the Disclosing Party.
• Or, at the Disclosing Party's option, certify in writing the destruction of all Confidential Information, including all copies, extracts, and summaries thereof.
• Destruction shall be performed in a manner consistent with industry best practices and North Carolina evidence and data-handling rules.

8. Notification of Unauthorized Disclosure

Each party shall promptly notify the other party in writing of any actual or suspected unauthorized use or disclosure, loss, or legal demand for the Confidential Information, and shall cooperate in good faith in the investigation and remediation of such event.

9. Remedies for Breach

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

• Liability for actual and consequential damages.
• Equitable relief, including preliminary and permanent injunctions as recognized by North Carolina courts.
  • Option A: The parties agree that the Disclosing Party shall not be required to post a bond to obtain injunctive relief.
  • Option B: The Receiving party must post a bond. The amount of bond is determined by the court.
• Indemnification for any losses, damages, or expenses incurred as a result of the breach.

10. Governing Law and Venue

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.

• Option A: 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 Name] County, North Carolina.
• Option B: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [City Name], North Carolina, in accordance with the rules of the American Arbitration Association.

11. Partnership-Specific Operations

• If the partnership involves joint management, physical office access, or the use of third-party service providers, the Receiving Party shall ensure that all such parties are bound by confidentiality obligations substantially similar to those contained in this Agreement, including requiring signed written acknowledgments.

12. Notice and Amendment

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon:

• Personal delivery;
• Receipt of certified mail, return receipt requested;
• Or electronic delivery with confirmation of receipt, to the addresses set forth in the introductory paragraph of this Agreement.

• This Agreement may be amended only by a written instrument signed by both parties.

13. Non-Waiver and Severability

• No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the waiving party.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Data Protection Compliance

• The parties shall comply with all applicable state and federal data protection laws, including the North Carolina Identity Theft Protection Act and Federal Trade Commission rules.

15. No Joint Venture, Agency, or Employment

• This Agreement does not create a joint venture, agency, employment, or transfer of ownership rights, except as expressly provided in any underlying partnership agreement.

16. Representations and Warranties

Each party represents and warrants that:

• The disclosure of Confidential Information does not violate any obligations to prior or outside third parties.
• The Confidential Information provided is lawfully in their control.

17. 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.

18. Assignment

• This Agreement may not be assigned by either party without the prior written consent of the other party.

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

[Entity Name 1]

By: [Signatory Name 1]

Title: [Signatory Title 1]

[Entity Name 2]

By: [Signatory Name 2]

Title: [Signatory Title 2]