Ohio mutual nda template

Ohio Mutual Non-Disclosure Agreement

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

[Party A Full Legal Name], a [State] [Entity Type] with its principal place of business at [Party A Address] (“Party A”),

and

[Party B Full Legal Name], a [State] [Entity Type] with its principal place of business at [Party B Address] (“Party B”).

Each Party is a potential Discloser and Recipient of Confidential Information.

1. Definition of Confidential Information

Confidential Information means any non-public, proprietary, or confidential information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), regardless of how it is furnished, and including but not limited to:

• Business strategies and plans
• Trade secrets as defined under the Ohio Uniform Trade Secrets Act, ORC §1333.61–1333.69
• Technical data, designs, formulas, prototypes
• Customer and supplier data
• Pricing information
• Sales and marketing plans
• Business processes
• Software code
• Financial data
• Personnel or employment information
• Proprietary know-how
• [Other specific information tailored to the parties’ collaboration]

Option A: Information disclosed orally or visually shall be considered Confidential Information only if identified as confidential at the time of disclosure and confirmed in writing within [Number] days of the disclosure.

Option B: All information disclosed between the parties under this agreement is considered confidential unless explicitly designated otherwise in writing at the time of disclosure.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly known through no wrongful act or omission of the Receiving Party.
• Was already in the Receiving Party’s lawful possession prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party's written records.
• Is lawfully obtained by the Receiving Party from a third party who is not bound by a confidentiality obligation to the Disclosing Party.
• Is required to be disclosed by Ohio law, court order, or government request.

Option A: If the Receiving Party is required to disclose Confidential Information pursuant to Ohio law, court order, or government request, the Receiving Party shall provide the Disclosing Party with prompt written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party shall reasonably cooperate with the Disclosing Party in such efforts. Disclosure shall be limited to the legally required scope.

Option B: Prior to any disclosure required by law, the Receiving Party will obtain written assurance from the requesting body that the information will be treated confidentially to the extent possible under applicable law.

3. Use and Disclosure Restrictions

The Receiving Party shall use the Confidential Information solely for the purpose of [Define the limited purpose, e.g., evaluating a potential partnership, performing services, joint development]. The Receiving Party shall not use the Confidential Information for any other purpose, including competitive advantage, commercial exploitation, or disclosure to any third party, without the Disclosing Party’s prior written consent.

Option A: Prior written consent for disclosure to a third party must specifically identify the third party and the Confidential Information to be disclosed.

Option B: The Receiving party may disclose Confidential Information to its employees, consultants, and contractors (collectively, "Representatives") who have a need to know the Confidential Information for the Purpose stated above and who are bound by written confidentiality obligations no less protective than those contained herein. The Receiving Party will be liable for any breach of this Agreement by its Representatives.

4. Standard of Care

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.

Option A: The Receiving Party shall implement and maintain reasonable security measures, including physical, electronic, and procedural safeguards, to prevent unauthorized access to or disclosure of the Confidential Information.

Option B: The Receiving Party shall restrict access to the Confidential Information to those employees, consultants, and contractors who have a need to know the Confidential Information for the Purpose stated above. The Receiving Party shall ensure that all such individuals are bound by confidentiality obligations no less protective than those contained herein.

5. Term and Survival

This Agreement shall be effective as of the Effective Date and shall continue for a term of [Number] years. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of [Number] years from the date of termination, except for trade secrets, which shall be protected for as long as they remain trade secrets under Ohio law.

Option A: Different categories of information will have different survival periods. Business strategies will be protected for 3 years after termination, while technical data will be protected for 5 years. Trade secrets will be protected indefinitely.

Option B: This Agreement shall automatically renew for successive one-year terms unless either party gives written notice of termination at least [Number] days prior to the end of the then-current term.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party’s written request, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and related materials (including all copies, summaries, notes, and derivative works) in its possession or control. The Receiving Party shall certify in writing that it has complied with this obligation.

Option A: The Receiving Party may retain one archival copy of the Confidential Information solely for compliance purposes, subject to the confidentiality obligations of this Agreement.

Option B: If destruction is chosen, the Receiving Party will provide written certification of destruction within [Number] days of the request.

7. Notice of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing of any actual or suspected unauthorized disclosure, misuse, loss, or breach of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation, notification, and remediation efforts.

Option A: The Receiving Party will be responsible for all costs associated with notifying affected individuals if the unauthorized disclosure involves personal information subject to Ohio data breach notification laws.

Option B: The Receiving Party will maintain a written incident response plan to address unauthorized disclosures, which will be shared with the Disclosing Party upon request.

8. Remedies for Breach

The Disclosing Party shall be entitled to all remedies available under Ohio law for breach of this Agreement, including actual damages, injunctive relief (temporary, preliminary, and permanent), and equitable remedies (specific performance).

Option A: In addition to other remedies, the Disclosing Party shall be entitled to recover its reasonable attorneys' fees and costs incurred in enforcing this Agreement.

Option B: The parties agree that money damages would be insufficient to remedy a breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief without the necessity of posting a bond.

9. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Second, if negotiation is unsuccessful, the parties shall submit the dispute to voluntary mediation in [City, Ohio].
• Third, if mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City, Ohio] in accordance with the rules of the American Arbitration Association.

Option A: In lieu of arbitration, the parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts sitting in [County, Ohio], and the parties irrevocably submit to the jurisdiction of such courts.

10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles. The venue for any legal action or proceeding arising out of or relating to this Agreement shall be in the state or federal courts sitting in [County, Ohio].

11. Representations and Warranties

Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each Party represents and warrants that its execution, delivery, and performance of this Agreement do not violate any agreement to which it is a party or by which it is bound.

12. Third-Party Beneficiaries and Assignment

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party.

13. 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.

14. 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, between the parties with respect to such subject matter.

15. Amendment

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

16. Waiver

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

17. No Partnership or Agency

Nothing contained in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between the parties.

18. Compliance with Ohio Uniform Trade Secrets Act

This Agreement is intended to comply with the Ohio Uniform Trade Secrets Act, ORC §1333.61–1333.69.

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

[Party A Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title]

[Party B Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title]