North Dakota partnership nda template

North Dakota Partnership Non-Disclosure Agreement

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

[Partner 1 Name], residing at [Partner 1 Address] (“Partner 1”);

[Partner 2 Name], residing at [Partner 2 Address] (“Partner 2”);

and [Partnership Name], with its principal place of business at [Partnership Address] (the “Partnership”).

(Each a "Party" and collectively, the "Parties").

WHEREAS, the Parties intend to enter into a partnership for the purpose of [Description of Partnership Purpose/Business Venture]; and

WHEREAS, in connection with the Partnership, the Parties may disclose to each other certain confidential information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

Definition of Confidential Information

Confidential Information means any and all information disclosed by one Party (the "Disclosing Party") to another Party (the "Receiving Party") in connection with the Partnership, whether disclosed 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. Confidential Information includes, but is not limited to:

Business strategies, partnership formation documents, partnership tax filings, capital contributions, partner compensation, internal records, operational methods, financial data, third-party agreements, proprietary processes, product roadmaps, client and vendor information, and marketing plans.

Information exchanged in written, oral, electronic, or other tangible form during the partnership.

Exclusions from Confidential Information

Confidential Information does not include information that:

Option A: is or becomes publicly available through no fault of the Receiving Party.

Option B: was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party.

Option C: is lawfully obtained by the Receiving Party from a third party who is not bound by a confidentiality obligation.

Option D: is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Use and Disclosure Restrictions

The Receiving Party shall:

Option A: Use the Confidential Information solely for the purpose of the Partnership's business operations or authorized joint activities.

Option B: Not disclose the Confidential Information to any third party, including affiliates, contractors, or employees, without the Disclosing Party's prior written consent.

Option C: Protect the Confidential Information from unauthorized use, disclosure, or access using 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.

Required Disclosure

If the Receiving Party is required by law or court order to disclose Confidential Information, the Receiving Party shall:

Option A: Provide the Disclosing Party with prompt written notice of such requirement prior to disclosure.

Option B: Cooperate with the Disclosing Party to obtain a protective order or other appropriate remedy.

Option C: Disclose only the minimum amount of Confidential Information necessary to comply with the requirement.

Confidentiality Term

The obligations of confidentiality under this Agreement shall:

Option A: Continue during the term of the Partnership.

Option B: Survive the termination of the Partnership for a period of [Number] years.

Option C: Continue indefinitely with respect to trade secrets as defined under the North Dakota Uniform Trade Secrets Act.

Return of Confidential Information

Upon the Disclosing Party's written request, or upon termination of the Partnership, the Receiving Party shall:

Option A: Promptly return all Confidential Information to the Disclosing Party.

Option B: Certify in writing to the Disclosing Party that all Confidential Information has been destroyed.

Option C: Delete or overwrite digital versions of confidential information to a degree consistent with current standards for sanitizing data.

Data Protection and Security

The Receiving Party shall implement and maintain reasonable and appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including physical, technical, and administrative safeguards.

If the Partnership handles healthcare, financial, or educational data, it must comply with all applicable North Dakota and federal laws, including HIPAA, GLBA, and FERPA.

Partnership must adhere to North Dakota’s Uniform Trade Secrets Act.

Notification of Unauthorized Disclosure

The Receiving Party shall:

Option A: Immediately notify the Disclosing Party upon becoming aware of any unauthorized use or disclosure of Confidential Information.

Option B: Cooperate with the Disclosing Party in investigating and mitigating any such unauthorized use or disclosure.

Remedies for Breach

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

Option A: Seek injunctive relief to prevent further disclosure of Confidential Information.

Option B: Recover damages for any losses suffered as a result of the breach. Including any rights and relief available under North Dakota statutes, such as misappropriation of trade secrets and breach of fiduciary duty.

Option C: Be awarded reasonable attorney's fees and costs incurred in enforcing this Agreement, as permitted under North Dakota law.

Dispute Resolution

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

Option A: First, the Parties shall attempt to resolve the dispute through good faith negotiations.

Option B: If the dispute is not resolved through negotiation, the Parties shall submit the dispute to mediation in North Dakota.

Option C: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in North Dakota in accordance with the rules of the American Arbitration Association.

Governing Law

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.

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.

Amendment

This Agreement may be amended only by a written instrument signed by all Parties.

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.

Assignment

This Agreement may not be assigned or transferred by any Party without the prior written consent of all other Parties.

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

[Partner 1 Name]

By: [Signature]

Name: [Printed Name]

Title: Partner

Date: [Date]

[Partner 2 Name]

By: [Signature]

Name: [Printed Name]

Title: Partner

Date: [Date]

[Partnership Name]

By: [Signature]

Name: [Printed Name]

Title: Authorized Representative

Date: [Date]