Oregon mutual nda template

Oregon Mutual Non-Disclosure Agreement

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

[Party A Legal Name], a [State of Incorporation/Formation] [Entity Type] with its principal place of business at [Party A Address], also doing business as [Party A DBA, if any] (“Party A”);

AND

[Party B Legal Name], a [State of Incorporation/Formation] [Entity Type] with its principal place of business at [Party B Address], also doing business as [Party B DBA, if any] (“Party B”).

WHEREAS, Party A and Party B desire to engage in discussions regarding a potential business relationship or transaction; and

WHEREAS, in connection with such discussions, each party may disclose to the other 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 and all information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether 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, the following:

Option A: All information disclosed by the Disclosing Party.

Option B: The following specific categories of information:

• Technological data, including trade secrets as defined under the Oregon Uniform Trade Secrets Act (ORS 646.461–646.475), inventions, designs, formulas, processes, procedures, software code (source and object), databases, and research and development information.
• Business plans, strategies, financial data, projections, sales figures, cost data, and market analyses.
• Customer lists, vendor lists, supplier information, and other customer and vendor data.
• Marketing strategies, advertising plans, and promotional materials.
• Unpublished intellectual property, including patent applications, copyrightable works, and trademarks.
• Proposals, product roadmaps, pricing structures, and sales data.
• [Insert other specific information categories relevant to the parties' business relationship.]

2. Exclusions from Confidential Information

Confidential Information shall not include information that the Receiving Party can demonstrate:

• Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in violation of this Agreement.
• Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Is required to be disclosed pursuant to a valid order of a court or other governmental body; provided, however, that the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement and shall cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, the Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose.

3. Permitted Use

Option A: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and pursuing a potential business relationship, project, or transaction between the parties (the “Purpose”).

Option B: The Receiving Party shall use the Confidential Information solely for the following specific purpose: [Clearly describe the specific permitted use, e.g., "evaluating a potential joint venture related to product X"].

The Receiving Party shall not use the Confidential Information for any other purpose whatsoever, whether commercial or personal.

4. Safeguarding Confidential Information

The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized disclosure, access, or use in the same manner that it protects its own confidential information of similar nature, but in no event less than reasonable care. The Receiving Party shall implement and maintain reasonable security measures, consistent with Oregon business practices and applicable industry standards, to safeguard the Confidential Information, including but not limited to:

• Physical security measures (e.g., restricted access to facilities, secure storage of documents).
• Electronic security measures (e.g., password protection, encryption, firewalls).
• Administrative security measures (e.g., employee training, access controls).

If the Confidential Information includes Personal Information as defined under the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.), the Receiving Party shall comply with all applicable provisions of that Act.

5. Disclosure to Representatives

Option A: The Receiving Party may disclose Confidential Information to its employees, contractors, subsidiaries, affiliates, and professional advisors (collectively, “Representatives”) who have a need to know the Confidential Information for the Purpose, provided that such Representatives are bound by written confidentiality obligations at least as protective as those contained in this Agreement.

Option B: The Receiving Party may only disclose Confidential Information to the following specific Representatives: [List specific individuals or roles].

The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

6. Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue for a term of [Number] years.

Option B: The confidentiality obligations under this Agreement shall continue in effect for a period of [Number] years from the date of disclosure. However, with respect to Confidential Information that constitutes a trade secret under Oregon law (ORS 646.461–646.475), the confidentiality obligations shall continue for as long as such information remains a trade secret.

Either party may terminate this Agreement upon [Number] days written notice to the other party.

7. Return or Destruction of Confidential Information

Upon the expiration or termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party’s Confidential Information in its possession or control, including all electronic and physical copies. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this Section.

8. Notification of Unauthorized Disclosure

If the Receiving Party becomes aware of any actual or suspected unauthorized access, disclosure, or misappropriation of the Disclosing Party’s Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing and shall cooperate fully with the Disclosing Party in investigating and mitigating such unauthorized access, disclosure, or misappropriation.

9. Remedies for Breach

The parties acknowledge that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity, including recovery of damages and, where allowable, attorneys’ fees and costs as provided under ORS 646.467 and general Oregon contract law.

10. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through amicable negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through non-binding mediation in [City], Oregon, before resorting to litigation.

Option B: Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the state or federal courts located in [County], Oregon. Each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles.

11. Representations and Warranties

Each party represents and warrants to the other party that it has the full legal right, power, and authority to enter into and perform its obligations under this Agreement. Each party further represents and warrants that it is not subject to any prior agreements or obligations that would conflict with its obligations under this Agreement.

12. Assignment

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party.

13. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

14. Non-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. No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.

15. 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.

16. Amendment

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

17. No License

No license or other rights in any intellectual property are granted by this Agreement, except as expressly provided herein.

18. Export Control

If the Confidential Information includes sensitive technical data, the Receiving Party shall comply with all applicable export control laws and regulations.

19. No Partnership

Nothing in this Agreement shall be deemed to create a partnership, joint venture, employment, or agency relationship between the parties.

20. Compliance with Oregon Law

In the context of employment or contractor relationships, the parties acknowledge that Oregon statutes restrict overbroad confidentiality in employment and the legality of non-disclosure relating to unlawful conduct (e.g., ORS 659A.370 restricts NDAs from silencing claims about discrimination or harassment). This Agreement shall be interpreted and enforced in compliance with such statutes.

21. Sector-Specific Data (If Applicable)

If the Confidential Information includes protected health information, the parties shall comply with the Health Insurance Portability and Accountability Act (HIPAA) and all applicable Oregon state health information privacy laws.

22. 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.

23. Electronic Signatures

Electronic signatures shall be valid and enforceable to the same extent as handwritten signatures under Oregon’s Uniform Electronic Transactions Act (ORS 84.001 et seq.).

24. 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, by registered or certified mail, postage prepaid, addressed to the party at the address set forth above. Each party shall notify the other party of any change in its address for notices under this Agreement.

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

[Party A Legal Name]

By: [Party A Authorized Signatory Name]

Title: [Party A Authorized Signatory Title]

[Party B Legal Name]

By: [Party B Authorized Signatory Name]

Title: [Party B Authorized Signatory Title]