Oklahoma partnership nda template

Oklahoma Partnership Non-Disclosure Agreement

This Oklahoma Partnership Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Date],

BY AND BETWEEN:

• [Partner 1 Full Legal Name], whose principal place of business is at [Partner 1 Business Address], and represented by [Partner 1 Representative Name], [Partner 1 Representative Title], contact details: [Partner 1 Representative Email], [Partner 1 Representative Phone Number], ("Disclosing Party");

AND

• [Partner 2 Full Legal Name], whose principal place of business is at [Partner 2 Business Address], and represented by [Partner 2 Representative Name], [Partner 2 Representative Title], contact details: [Partner 2 Representative Email], [Partner 2 Representative Phone Number], ("Receiving Party").

WHEREAS, Disclosing Party and Receiving Party are considering entering into a partnership for [Brief Description of Partnership Purpose] in the State of Oklahoma; and

WHEREAS, in connection with such consideration, 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:

Definition of Confidential Information

Confidential Information means any information disclosed by Disclosing Party to Receiving Party, whether orally, visually, or in writing, before, on, or after the effective date of this Agreement, relating to the Disclosing Party's business plans, operational data, financial records, partner contributions, proprietary technology, unique business processes, intellectual property developed during the partnership, client and vendor lists, strategic plans, deal negotiations, due diligence materials, and all forms of information (written, digital, oral, visual) disclosed before and during the partnership term.

Exclusions from Confidential Information

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

• Option A: is or becomes publicly available through no fault of Receiving Party or its representatives;
• Option B: was already lawfully in Receiving Party's possession prior to such disclosure;
• Option C: is independently developed by Receiving Party without reference to the Confidential Information;
• 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: must be disclosed pursuant to Oklahoma law, a court order, or government regulation, provided that Receiving Party shall provide Disclosing Party with prompt notice of such required disclosure to allow Disclosing Party to seek a protective order or other appropriate remedy.

Use and Disclosure Restrictions

• Option A: Receiving Party shall use the Confidential Information solely for the purpose of evaluating and/or participating in the proposed partnership.
• Option B: Receiving Party shall not disclose, copy, transfer, sell, license, or otherwise provide access to the Confidential Information to any third party or affiliate without the prior written consent of all designated partners of the Disclosing Party.

Confidentiality and Security Measures

• Option A: Receiving Party agrees to protect the confidentiality of the Confidential Information with the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care, consistent with Oklahoma law.
• Option B: Receiving Party shall implement and maintain appropriate security measures, including access controls, physical safeguards, and information management policies, to prevent unauthorized access, use, or disclosure of the Confidential Information.
• Option C: Receiving Party shall restrict access to the Confidential Information to its employees, agents, or subcontractors who have a need to know such information for the permitted purpose and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

Term

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of disclosure.
• Option B: The obligations of confidentiality under this Agreement shall continue indefinitely with respect to any Confidential Information that constitutes a trade secret under the Oklahoma Uniform Trade Secrets Act.
• Option C: The obligations of confidentiality under this Agreement shall survive the termination of the partnership, regardless of the cause of termination.

Return or Destruction of Confidential Information

• Option A: Upon Disclosing Party's written request, Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control, including all electronic and physical copies.
• Option B: Receiving Party shall certify in writing to Disclosing Party that it has complied with its obligations under this Section.

Notification of Unauthorized Disclosure

• Option A: Receiving Party shall immediately notify Disclosing Party upon becoming aware of any actual or suspected unauthorized use, loss, or disclosure of the Confidential Information.
• Option B: Receiving Party shall cooperate fully with Disclosing Party in investigating and mitigating any such unauthorized use, loss, or disclosure.

Remedies for Breach

• Option A: Disclosing Party shall be entitled to seek all available legal and equitable remedies for any breach of this Agreement, including, but not limited to, actual and consequential damages, injunctive relief, and interim relief.
• Option B: Receiving Party shall pay Disclosing Party's reasonable attorneys' fees and costs incurred in enforcing this Agreement.
• Option C: Disclosing party and receiving party agree that liquidated damages of [Dollar Amount] are appropriate for breaches of this agreement due to the difficulty of calculating damages.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties.
• Option B: If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City], Oklahoma.
• Option C: If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, to take place in [City], Oklahoma.
• Option D: Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in [County] County, Oklahoma.

Compliance with Oklahoma Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, including the Oklahoma Uniform Trade Secrets Act.

Amendment and Waiver

• Option A: Any amendment or waiver of this Agreement must be in writing and signed by both parties.
• Option B: 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.

Relationship to Other Agreements

Nothing in this Agreement shall be construed to conflict with or invalidate any other written partnership or joint venture agreements between the parties under Oklahoma law.

Affiliates, Employees, Agents, and Subcontractors

Receiving Party shall ensure that all of its affiliates, employees, agents, and subcontractors who have access to the Confidential Information are bound by confidentiality obligations no less stringent than those contained in this Agreement.

Severability

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

Integration

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.

Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed to the party at the address set forth above.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. Venue for any action relating to this Agreement shall be exclusively in the state or federal courts located in [County] County, Oklahoma.

Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

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

____________________________

[Partner 1 Representative Name]

[Partner 1 Representative Title]

For and on behalf of [Partner 1 Full Legal Name]

____________________________

[Partner 2 Representative Name]

[Partner 2 Representative Title]

For and on behalf of [Partner 2 Full Legal Name]