Ohio nda template

Ohio Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is made and effective as of [Date],

by and between

[Disclosing Party Legal Name], residing at [Disclosing Party Address], ("Disclosing Party"),

and

[Receiving Party Legal Name], residing at [Receiving Party Address], ("Receiving Party").

1. Definition of Confidential Information:

Confidential Information means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, or in writing, 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.

• Option A: Confidential Information includes, but is not limited to: business plans, financial data, intellectual property, technical data, customer and supplier lists, marketing strategies, trade secrets, inventions, designs, formulas, prototypes, or other non-public information.
• Option B: Confidential Information is limited to: [Specifically Defined Confidential Information].
• Option C: Industry-Specific Definition: In addition to the general definition, Confidential Information includes: [Specific industry-related definitions, e.g., patient data in healthcare, source code in software].

2. Exclusions from Confidential Information:

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

• Option A: Is or becomes publicly available through no fault of Receiving Party.
• Option B: Was already known to Receiving Party prior to disclosure by Disclosing Party, as evidenced by Receiving Party's records.
• Option C: Is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party, as evidenced by Receiving Party's records.
• Option D: Is rightfully received by Receiving Party from a third party who is not bound by any confidentiality obligation to Disclosing Party.
• Option E: Further Specification/Restriction: [Add additional exclusions or restrict existing exclusions, e.g., limit public availability exclusion to specific publications].

3. Permitted Use:

Receiving Party shall use the Confidential Information solely for the purpose of: [Describe the specific purpose, e.g., evaluating a potential business relationship, completing a specific project].

• Option A: Use is restricted solely to: [Specific Project/Discussion Name].
• Option B: Use is limited to the evaluation of a potential investment by Receiving Party in Disclosing Party.

4. Obligations of Receiving Party:

Receiving Party agrees to:

• Protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than a reasonable degree of care.
  • Option A: Reasonable care includes, but is not limited to, physical and electronic security measures and restricted access on a "need-to-know" basis.
  • Option B: Receiving Party must adhere to [Specify a defined standard of care, e.g., industry standard security protocols].
• Not disclose Confidential Information to any third party without the prior written consent of Disclosing Party, except as permitted below.
• Restrict access to the Confidential Information to its employees, affiliates, agents, subsidiaries, and contractors (collectively, "Representatives") who have a need to know such Confidential Information for the Permitted Use and who are bound by confidentiality obligations no less protective than those contained herein.
  • Option A: Receiving Party will require each representative who accesses Confidential Information to sign an individual confidentiality agreement.
  • Option B: Receiving Party is liable for any breach of this Agreement by its Representatives.

5. Permissible Disclosures:

Receiving Party may disclose Confidential Information to:

• Its legal counsel and financial advisors, provided they are bound by confidentiality obligations no less protective than those contained herein.
• Option A: Disclosures may be made in response to a valid court order or subpoena, provided Receiving Party provides Disclosing Party with prompt notice of such order and cooperates with Disclosing Party's efforts to obtain a protective order or other appropriate remedy.
• Option B: Disclosure to potential lenders is permitted, subject to confidentiality agreements.
• Option C: Further restrictions: [Add further restrictions on permissible disclosures].

6. Term and Duration:

The term of this Agreement shall commence on the Effective Date and continue for [Number] years. The obligations of confidentiality hereunder shall survive the termination of this Agreement.

• Option A: The obligation to protect Trade Secrets shall continue perpetually.
• Option B: Confidentiality obligations shall continue for [Number] years after termination.
• Option C: Different durations apply to different categories: [Specify varying durations for different categories of Confidential Information].

7. Return or Destruction of Confidential Information:

Upon Disclosing Party's written request or upon termination of this Agreement, Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control, including all electronic files, notes, summaries, and other materials containing or reflecting the Confidential Information.

• Option A: Receiving Party shall certify in writing to Disclosing Party that it has complied with this section.
• Option B: Receiving Party may retain one copy of the Confidential Information for archival purposes only, subject to the confidentiality obligations of this Agreement.
• Option C: Destruction shall be accomplished by a secure method (e.g., shredding, overwriting data).

8. Remedies for Breach:

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, without the necessity of posting a bond, to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

• Option A: Disclosing Party shall be entitled to recover its reasonable attorneys' fees and costs incurred in enforcing this Agreement.
• Option B: Receiving Party agrees to liquidated damages in the amount of [Dollar Amount] for each unauthorized disclosure of Confidential Information.
• Option C: Remove injunctive relief.

9. Mutual or Unilateral:

This is a [Mutual/Unilateral] Non-Disclosure Agreement.

• Option A: Mutual: Both parties may disclose confidential information to the other.
• Option B: Unilateral: Only the Disclosing Party is disclosing confidential information.

10. Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, 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 [Common Pleas Court of [County], Ohio / United States District Court for the [District], Ohio].
• Option B: The parties agree to submit to binding arbitration in Ohio.

11. Assignment:

This Agreement may not be assigned or transferred by Receiving Party without the prior written consent of Disclosing Party.

• Option A: Disclosing Party may freely assign this Agreement.
• Option B: Neither party may assign this Agreement without the other party's written consent.

12. Entire Agreement and Amendment:

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

13. Waiver:

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay by a party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

14. Trademarks and Public Announcements:

Receiving Party shall not use the trademarks, trade names, or logos of Disclosing Party without its prior written consent.

• Option A: No public announcements regarding this Agreement or the relationship between the parties shall be made without the prior written approval of both parties.
• Option B: Receiving Party may not refer to the existence of this agreement in any marketing materials.

15. 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.

• Remove severability clause

16. Survival:

The provisions of Sections [List section numbers, e.g., 4, 6, 7, 8, 10] shall survive the termination of this Agreement.

• Remove survival clause

17. 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.

• Remove counterparts clause

18. Ohio Uniform Trade Secrets Act (OUTSA) Compliance:

The parties acknowledge that this Agreement is intended to comply with the Ohio Uniform Trade Secrets Act (OUTSA). Confidential Information includes, where applicable, trade secrets as defined by the OUTSA.

19. Consideration:

The Receiving Party acknowledges that the Disclosing Party's disclosure of Confidential Information constitutes good and valuable consideration for the obligations undertaken by the Receiving Party herein.

• Option A: Specifically, the consideration provided is [Describe the specific consideration, e.g., access to potential investment opportunities].

20. Notice:

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service, addressed as follows:

• If to Disclosing Party: [Disclosing Party Name and Address], Email: [Disclosing Party Email]
• If to Receiving Party: [Receiving Party Name and Address], Email: [Receiving Party Email]

21. Data Protection:

The parties agree to comply with all applicable state and federal data privacy laws and regulations in connection with the Confidential Information.

• Option A: Receiving Party shall encrypt all electronic copies of the Confidential Information.
• Option B: Receiving Party shall maintain access logs for all access to the Confidential Information.

22. Representation and Warranty:

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

23. Supplemental Clauses:

[Insert supplemental clauses specific to the relationship or type of confidential information, e.g., clauses regarding non-solicitation, export control, security protocols]

• Delete supplemental clauses

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

____________________________
[Disclosing Party Legal Name]

By: [Name]

Title: [Title]

____________________________
[Receiving Party Legal Name]

By: [Name]

Title: [Title]