North Dakota mutual nda template

North Dakota Mutual Nondisclosure Agreement

This North Dakota Mutual Nondisclosure Agreement ("Agreement") is made and effective as of [Effective Date] by and between:

[Disclosing Party Name], a [Disclosing Party Entity Type] with its principal place of business at [Disclosing Party Address] ("Disclosing Party");

and

[Receiving Party Name], a [Receiving Party Entity Type] with its principal place of business at [Receiving Party Address] ("Receiving Party").

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to 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. This includes, but is not limited to:

• Technical data, including inventions, designs, drawings, specifications, and software code.
• Product designs, formulas, manufacturing processes, and business strategies.
• Pricing information, customer and supplier lists, and contracts.
• Financial records, proprietary methods, and marketing plans.
• Partner and third-party information subject to confidentiality obligations.
• Any other information expressly identified as confidential in writing, oral, or electronic format.
• Information created or exchanged during joint projects or collaborations.

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Option A: is or becomes publicly available through no fault of the Receiving Party.
• Option B: was already lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• Option C: is independently developed by the Receiving Party without access to or use of the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records.
• Option D: is lawfully received by the Receiving Party from a non-restricted third party who is not bound by a confidentiality obligation to the Disclosing Party.
• Option E: is required to be disclosed by law, statute, court order, or regulation, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent permissible by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

3. Permitted Use

The Receiving Party may use the Confidential Information solely for the purpose of:

• Option A: Evaluating a potential business relationship between the parties.
• Option B: Pursuing a defined business relationship, joint project, employment, service provision, or collaboration.
• Option C: Performing [Describe Specific Project or Relationship].

The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, personal gain or any activity outside the scope of this Agreement.

4. Safeguarding Obligations

The Receiving Party shall protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. This includes:

• Option A: Implementing and maintaining appropriate physical, technical, and administrative security measures to prevent unauthorized access, use, or disclosure of the Confidential Information.
• Option B: Limiting access to the Confidential Information to those employees, agents, consultants, subcontractors, and representatives who have a need to know for the Permitted Use and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Option C: Marking all tangible materials containing Confidential Information with a conspicuous legend identifying them as confidential.
• Option D: Utilizing secure methods for transmitting Confidential Information electronically or physically.

5. Disclosure to Representatives

The Receiving Party shall ensure that its affiliates, employees, agents, consultants, subcontractors, and representatives ("Representatives") who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

The Representatives include [List Roles/Functions of Representatives].

6. Term and Survival

This Agreement shall commence on the Effective Date and shall continue for a term of [Number] years.

The obligations of confidentiality under this Agreement shall survive the termination or expiration of this Agreement for a period of:

• Option A: Three (3) years.
• Option B: Five (5) years.
• Option C: For trade secrets, as long as the information retains trade secret status under the North Dakota Uniform Trade Secrets Act (N.D.C.C. § 47-25.1-01 et seq.).

7. Return or Destruction of Confidential Information

Upon the expiration or termination of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly:

• Option A: Return to the Disclosing Party all Confidential Information, including all copies, summaries, notes, and derivative works.
• Option B: Destroy all Confidential Information, including all copies, summaries, notes, and derivative works, and provide the Disclosing Party with written certification of such destruction.
• Option C: Delete all electronic copies of Confidential Information from all storage media and provide written certification of deletion.

8. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing if it becomes aware of any actual or threatened unauthorized disclosure, misuse, or breach of this Agreement.

The Receiving Party shall cooperate fully with the Disclosing Party in investigating any such unauthorized disclosure, misuse, or breach and in mitigating any resulting harm.

9. Remedies for Breach

The parties agree that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate.

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

• Option A: Seek injunctive relief, including temporary restraining orders and permanent injunctions, in the state or federal courts located in North Dakota, without the necessity of posting a bond.
• Option B: Recover monetary damages for any losses suffered as a result of the breach.
• Option C: Recover reasonable attorneys' fees and costs incurred in enforcing this Agreement, to the extent permitted by North Dakota law.
• Option D: Seek indemnification for any third-party claims arising from the Receiving Party's breach.

10. Limitation of Liability

Except for breaches resulting from willful misconduct or gross negligence, the parties' liability under this Agreement shall be limited to direct damages.

This limitation shall not apply to claims for injunctive relief.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota, including the North Dakota Uniform Trade Secrets Act (N.D.C.C. § 47-25.1-01 et seq.) and other relevant provisions of the North Dakota Century Code.

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 [Specify County] County, North Dakota, and the parties hereby consent to the jurisdiction and venue of such courts.

12. Dispute Resolution

The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation.

If the parties are unable to resolve the dispute through negotiation, they shall:

• Option A: Submit the dispute to mediation in North Dakota, in accordance with the rules of [Specify Mediation Provider, e.g., AAA].
• Option B: Submit the dispute to binding arbitration in North Dakota, in accordance with the rules of [Specify Arbitration Provider, e.g., AAA].

Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction in North Dakota to protect its Confidential Information without waiving any other remedies available to it.

13. Compliance with Laws

Each party shall comply with all applicable North Dakota and federal privacy, trade secret, and data protection laws and regulations, including the North Dakota Personal Information Protection Act (if applicable) and the North Dakota Uniform Trade Secrets Act.

If applicable, compliance with [Industry-Specific Regulations] is also required.

14. Assignment

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

15. Prior Disclosures

This Agreement shall also apply to any Confidential Information disclosed by the Disclosing Party to the Receiving Party prior to the Effective Date.

16. 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.

No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.

17. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Waiver

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the waiving party. No waiver of any breach shall operate as a waiver of any other breach.

19. Electronic Signatures and 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.

Electronic signatures shall be valid and binding to the same extent as original signatures.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Disclosing Party Name]

By: [Disclosing Party Authorized Signature]

Name: [Disclosing Party Authorized Name]

Title: [Disclosing Party Authorized Title]

[Receiving Party Name]

By: [Receiving Party Authorized Signature]

Name: [Receiving Party Authorized Name]

Title: [Receiving Party Authorized Title]