Ohio partnership nda template

Ohio Partnership Non-Disclosure Agreement

This Ohio Partnership Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date], by and between:

• [Disclosing Party Name], a [Entity Type, e.g., Ohio Limited Liability Partnership] with a principal place of business at [Disclosing Party Address] ("Disclosing Party"),

and

• [Receiving Party Name], a [Entity Type, e.g., Individual Partner] with a principal place of business/residence at [Receiving Party Address] ("Receiving Party").

WHEREAS, Disclosing Party and Receiving Party are partners or prospective partners in an Ohio partnership (the "Partnership"); and

WHEREAS, in connection with the Partnership, Disclosing Party may disclose to Receiving Party certain Confidential Information (as defined below);

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

1. Definition of Confidential Information

Confidential Information means any information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by any other means, that is:

• Related to the Partnership, its business, operations, or finances; including, but not limited to:

• Option A: Trade secrets as defined under the Ohio Uniform Trade Secrets Act (OUTSA).

• Option B: Business plans, proprietary strategies, partner and client lists, profit distribution models, capital contribution details, internal policies, financial data, agreements with third parties, supplier and contractor information, unique processes or methods, proprietary documents, negotiations, and oral, written, electronic, or visually disclosed materials.

2. Exclusions from Confidential Information

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

• Is or becomes publicly available through no breach of this Agreement by Receiving Party.

• Is already lawfully known to Receiving Party prior to its disclosure by Disclosing Party.

• Is independently developed by Receiving Party without use of or reference to the Confidential Information.

• Is lawfully obtained by Receiving Party from a third party who is not under an obligation of confidentiality to Disclosing Party.

• Is required to be disclosed by law or court order, provided that Receiving Party gives Disclosing Party prompt written notice of such required disclosure to allow Disclosing Party to seek a protective order or other appropriate remedy (if legally permissible in Ohio).

3. Purpose Restriction

Receiving Party agrees to use the Confidential Information solely for the purpose of:

• Option A: Evaluating and participating in the Partnership.

• Option B: Fulfilling the Receiving Party’s responsibilities, management duties, or specified collaborative projects within the Partnership.

Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to competing with the Partnership or for its own personal gain.

4. Protection of Confidential Information

Receiving Party agrees to protect the Confidential Information using:

• Option A: Commercially reasonable efforts to prevent its unauthorized use, disclosure, or dissemination.

• Option B: At least the same degree of care that Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than commercially reasonable efforts under Ohio standards.

This includes implementing appropriate security measures for storage, access, handling, copying, electronic transmission, and referencing Ohio data breach notification requirements if personally identifiable information of Ohio residents is involved.

5. Internal Handling

Receiving Party shall restrict access to the Confidential Information to:

• Option A: Only those partners, employees, or advisors with a "need to know" to fulfill their responsibilities related to the Partnership.

• Option B: Receiving Party, partner’s employees, and advisors who (a) need to know the Confidential Information for the Purpose, and (b) have been informed of and agree to be bound by the terms of this Agreement.

Receiving Party shall maintain a record of all such access and disclosures.

6. Term of Obligation

The obligations under this Agreement shall:

• Option A: Continue for the duration of the Partnership and for [Number] years following the termination of Receiving Party's participation in the Partnership.

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

7. Return or Destruction of Confidential Information

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

• Option A: Promptly return to Disclosing Party all tangible embodiments of the Confidential Information, including all copies thereof.

• Option B: At Disclosing Party's option, promptly destroy all tangible embodiments of the Confidential Information and certify such destruction in writing to Disclosing Party.

8. Notification of Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party upon becoming aware of:

• Any unauthorized use, disclosure, or loss of the Confidential Information.

• Any actual or suspected breach of this Agreement.

Receiving Party shall cooperate with Disclosing Party in taking all reasonable steps to mitigate the effects of any such unauthorized use or disclosure, including complying with Ohio's security breach notification law where applicable.

9. Remedies for Breach

Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that Disclosing Party shall be entitled to:

• Option A: Injunctive relief, including temporary restraining orders and preliminary injunctions enforceable in Ohio courts.

• Option B: Actual and consequential damages, liquidated damages (if enforceable under Ohio law), indemnity for losses to the Partnership, and attorney fees and court costs.

10. 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 negotiations fail, the parties may agree to mediation, with the venue for mediation in [County Name] County, Ohio.

• Option C: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with the venue for arbitration in [County Name] County, Ohio.

11. Governing Law

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, including the Ohio Uniform Trade Secrets Act (OUTSA) and relevant provisions of the Ohio Revised Code Chapter 1776 (Uniform Partnership Act).

12. 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, in accordance with Ohio’s approach.

13. No Assignment

Receiving Party shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Disclosing Party and all other partners as required by Ohio partnership law.

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.

15. Amendment

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

16. Authority

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

17. Partnership Agreement

Nothing in this Agreement shall be interpreted to contradict or override the Ohio partnership agreement, but supplements its confidentiality requirements.

18. Independent Legal Review

Each party acknowledges that it has had the opportunity to seek independent legal advice prior to signing this Agreement.

19. No Waiver

No failure or delay by Disclosing Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

20. Electronic Signatures

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, and may be executed and delivered electronically in compliance with Ohio's Uniform Electronic Transactions Act.

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

[Disclosing Party Name]

By: [Name of Authorized Signatory]

Title: [Title]

[Receiving Party Name]

By: [Receiving Party Signature/Name (if individual)]