North Dakota nda template

North Dakota Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date of Execution], by and between:

[Discloser Legal Name], located at [Discloser Address], hereinafter referred to as “Discloser,”

and

[Recipient Legal Name], located at [Recipient Address], hereinafter referred to as “Recipient.”

Or

[Party 1 Legal Name], located at [Party 1 Address], hereinafter referred to as “Party 1,”

and

[Party 2 Legal Name], located at [Party 2 Address], hereinafter referred to as “Party 2.”

Type of Agreement:

• Option A: Unilateral (One-Way) NDA: Discloser is disclosing Confidential Information to Recipient.
• Option B: Mutual (Two-Way) NDA: Each party may disclose Confidential Information to the other.

Definition of Confidential Information:

Confidential Information means any information disclosed by Discloser (or Party 1) to Recipient (or Party 2), 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:

• Business plans
• Customer lists
• Trade secrets
• Technology
• Designs
• Marketing data
• Processes
• Intellectual property
• Financial data
• Proprietary know-how
• Other non-public information

Exclusions:

• Option A: Information that is or becomes publicly known through no fault of Recipient (or Party 2).
• Option B: Information that was already known to Recipient (or Party 2) prior to its disclosure by Discloser (or Party 1).
• Option C: Information that is independently developed by Recipient (or Party 2) without use of or reference to the Confidential Information.
• Option D: Information that is lawfully received by Recipient (or Party 2) from a third party without breach of any obligation of confidentiality.

Obligations of Recipient:

Recipient (or Party 2) agrees to:

• Maintain the Confidential Information in strict confidence.
• Not disclose the Confidential Information to any third party without Discloser’s (or Party 1’s) prior written consent.
• Use the Confidential Information solely for the purpose of [Purpose of Disclosure, e.g., evaluating a business opportunity].
• Implement reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure.

Standard of Care:

• Option A: Use the same degree of care that Recipient (or Party 2) uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• Option B: Use the highest degree of care to protect the Confidential Information.

Permitted Disclosures:

• Option A: Recipient (or Party 2) may disclose Confidential Information if required to do so by law, court order, or government agency, provided that Recipient (or Party 2) provides Discloser (or Party 1) with prompt written notice of such requirement and an opportunity to seek a protective order or other appropriate remedy.
• Option B: No Permitted Disclosures other than to employees, agents or representatives with a need to know for the purpose of this Agreement and who are bound by confidentiality obligations no less restrictive than those contained herein.

Term and Duration:

The confidentiality obligations under this Agreement shall commence on the Effective Date and shall continue:

• Option A: For a period of [Number] years from the date of disclosure.
• Option B: In perpetuity with respect to trade secrets.
• Option C: Until [Date].

Return or Destruction of Confidential Information:

Upon Discloser’s (or Party 1’s) written request or upon termination of this Agreement, Recipient (or Party 2) shall:

• Option A: Promptly return all Confidential Information to Discloser (or Party 1).
• Option B: Promptly destroy all Confidential Information and provide Discloser (or Party 1) with written certification of such destruction.
• Option C: Return or destroy, at Discloser’s option, and certify.

Exceptions and Carve-Outs:

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

• Option A: Was already known to Recipient (or Party 2) prior to disclosure by Discloser (or Party 1).
• Option B: Is independently developed by Recipient (or Party 2) without use of or reference to the Confidential Information.
• Option C: Is lawfully received by Recipient (or Party 2) from a third party without breach of any obligation of confidentiality.
• Option D: Is required to be disclosed by law, court order, or government agency, subject to the Permitted Disclosures clause above.

Ownership and Rights:

Recipient (or Party 2) acknowledges and agrees that Discloser (or Party 1) retains all ownership rights in and to the Confidential Information.

• Option A: No license or other rights are granted to Recipient (or Party 2) with respect to the Confidential Information, except as expressly set forth in this Agreement.
• Option B: Except as specifically set forth herein, no license or conveyance of any intellectual property rights is granted or implied under this Agreement.

Remedies for Breach:

In the event of a breach of this Agreement, Discloser (or Party 1) shall be entitled to:

• Option A: Injunctive relief to prevent further unauthorized disclosure or use of the Confidential Information.
• Option B: Specific performance to compel Recipient (or Party 2) to comply with its obligations under this Agreement.
• Option C: Monetary damages for any losses or damages suffered as a result of the breach.
• Option D: Reimbursement of reasonable attorney's fees and costs incurred in enforcing this Agreement.

Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota, 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 Dakota.
• Option B: The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of [State Name], [County Name].

Dispute Resolution:

Any dispute arising out of or relating to this Agreement shall be resolved through:

• Option A: Mediation in [City, State], in accordance with the rules of [Mediation Organization].
• Option B: Binding arbitration in [City, State], in accordance with the rules of [Arbitration Organization].
• Option C: Litigation in the courts of North Dakota, as specified in the Governing Law and Jurisdiction clause.

Enforceability:

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

Integration/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.

Waiver:

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

Amendment/Modification:

This Agreement may be amended or modified only by a written instrument signed by all parties.

• Option A: Any amendment must reference this NDA specifically and state intent to amend.
• Option B: No amendment shall be binding unless it expressly references this Agreement and is signed by both parties.

Restrictive Covenant (See North Dakota Law):

• Option A: Non-Compete: During the term of this Agreement and for a period of [Number] years thereafter, Recipient (or Party 2) shall not, directly or indirectly, engage in any business that competes with the business of Discloser (or Party 1) within a [Number] mile radius of [Location]. (Note: Carefully consider North Dakota enforceability standards.)
• Option B: Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, Recipient (or Party 2) shall not solicit or attempt to solicit any employees, customers, or suppliers of Discloser (or Party 1).

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
• Sent by email to [Email Address of Discloser] and [Email Address of Recipient]

to the addresses set forth above.

Assignment:

• Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Option B: This Agreement is freely assignable by Discloser.

Purpose:

The purpose of this Agreement is to protect the Confidential Information disclosed by Discloser (or Party 1) to Recipient (or Party 2) in connection with [Description of Purpose].

No Obligation:

Nothing in this Agreement shall obligate either party to enter into any further agreement or transaction.

Representation and Warranty:

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

Export Control and Data Protection:

• Option A: Recipient (or Party 2) shall comply with all applicable export control laws and regulations.
• Option B: Recipient (or Party 2) will adhere to all applicable data protection laws in connection with handling the Confidential Information.

Whistleblower/Legally Protected Disclosures:

Nothing in this Agreement shall restrict any party from making disclosures protected by law, including but not limited to whistleblower disclosures.

Electronic Signatures:

• Option A: 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.
• Option B: This Agreement may be executed and delivered electronically and upon such delivery shall be binding upon the party so delivering the same.

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

[Discloser Legal Name]

By: [Discloser Name]

Title: [Discloser Title]

Date: [Date]

[Recipient Legal Name]

By: [Recipient Name]

Title: [Recipient Title]

Date: [Date]

Or

[Party 1 Legal Name]

By: [Party 1 Name]

Title: [Party 1 Title]

Date: [Date]

[Party 2 Legal Name]

By: [Party 2 Name]

Title: [Party 2 Title]

Date: [Date]