Oregon nda template

Oregon Non-Disclosure Agreement

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

• [Disclosing Party Name], residing at [Disclosing Party Address], whether an individual or an entity of type [Entity Type], hereinafter referred to as "Disclosing Party", and

• [Receiving Party Name], residing at [Receiving Party Address], whether an individual or an entity of type [Entity Type], hereinafter referred to as "Receiving Party".

1. Definition of Confidential Information

• Confidential Information means any information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as "confidential" or which, under the circumstances surrounding disclosure, ought to be treated as confidential. Confidential Information includes, but is not limited to:

• Option A: Business plans, customer lists, financial data, product designs, trade secrets, inventions, proprietary technology, and marketing strategies.
• Option B: Source code, algorithms, databases, and related documentation.
• Option C: Any other information specifically identified in writing by the Disclosing Party as confidential.

• Notwithstanding the foregoing, Confidential Information does not include information that:

• Option A: Is already known to the Receiving Party prior to disclosure by the Disclosing Party.
• Option B: Is or becomes publicly available without breach of this Agreement.
• Option C: Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Option D: Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.

2. Purpose

• The Receiving Party acknowledges that the Confidential Information is being disclosed solely for the purpose of:

• Option A: Evaluating a potential business relationship between the parties.
• Option B: [Specific Purpose Description].
• Option C: General evaluation for potential business opportunities.

• The Receiving Party shall use the Confidential Information solely for the Purpose, and shall not use the Confidential Information for any other purpose.

3. Obligations of Receiving Party

• The Receiving Party shall:

• Option A: Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Option B: Protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that the Receiving Party protects its own confidential information of a similar nature, but with no less than reasonable care.
• Option C: Limit access to the Confidential Information to its employees, contractors, and agents who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

• Permissible Disclosures:

• Option A: The Receiving Party may disclose Confidential Information to its employees, contractors, and affiliates who have a need to know the Confidential Information for the Purpose, provided that such individuals are bound by written confidentiality agreements with terms at least as protective as those contained herein.
• Option B: No such disclosure is allowed.

4. Term and Duration

• This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of:

• Option A: [Number] years.
• Option B: Until the Confidential Information enters the public domain.
• Option C: Indefinitely.

• The Receiving Party's obligations of confidentiality under this Agreement shall survive:

• Option A: The termination of this Agreement for a period of [Number] years.
• Option B: The termination of this Agreement indefinitely.

5. Exclusions

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

• Option A: Was lawfully in the possession of the Receiving Party prior to its disclosure by the Disclosing Party.
• Option B: Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information.
• Option C: Is lawfully obtained by the Receiving Party from another source who is not under an obligation of confidentiality to the Disclosing Party.
• Option D: Is required to be disclosed by law or court order, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and reasonably cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy.

6. Remedies for Breach

• The Disclosing Party shall be entitled to:

• Option A: Injunctive relief to prevent any further breach of this Agreement.
• Option B: Recover damages for any breach of this Agreement.
• Option C: Recover its reasonable legal costs and attorneys' fees incurred in enforcing this Agreement.

7. Return or Destruction of Confidential Information

• Upon the Disclosing Party's written request, or upon the expiration or termination of this Agreement, the Receiving Party shall:

• Option A: Promptly return all Confidential Information in its possession or control to the Disclosing Party.
• Option B: Promptly destroy all Confidential Information in its possession or control and certify such destruction to the Disclosing Party in writing.

8. Ownership

• The Disclosing Party retains all rights, title, and interest in and to the Confidential Information. No license or conveyance of any intellectual property rights is granted or implied under this Agreement.

• Option A: (Optional IP Clause) Nothing in this Agreement shall be construed as granting the Receiving Party any license or other rights to the Disclosing Party's patents, copyrights, trademarks, or trade secrets.

9. Employee and Third-Party Access

• The Receiving Party shall ensure that all of its employees, contractors, and agents who have access to the Confidential Information are aware of the terms and conditions of this Agreement and are bound by confidentiality obligations at least as restrictive as those contained herein.

10. Non-Solicitation (Optional)

• During the term of this Agreement and for a period of [Number] years thereafter, the Receiving Party shall not:

• Option A: Solicit or attempt to solicit the employment of any employee of the Disclosing Party.
• Option B: Solicit or attempt to solicit business from any customer or client of the Disclosing Party.

11. Mutual or Unilateral

• This Agreement is:

• Option A: Mutual (Obligations apply to both parties)
• Option B: Unilateral (Obligations apply to only the Receiving Party)

12. Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Oregon.

13. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:

• Option A: Negotiation.
• Option B: Mediation.
• Option C: Arbitration in [City], Oregon, in accordance with the rules of the American Arbitration Association.
• Option D: Litigation in the state or federal courts located in [County Name] County, Oregon.

14. Amendment

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

15. Severability

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

16. Waiver and Integration

• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. 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.

17. Notices

• All notices under this Agreement shall be in writing and shall be deemed to have been duly given when:

• Option A: Delivered personally.
• Option B: Sent by certified mail, return receipt requested.
• Option C: Sent by overnight courier.
• Option D: Sent by email with confirmation of receipt.

• Notices shall be addressed as follows:

• To Disclosing Party: [Disclosing Party Name], [Disclosing Party Address], [Disclosing Party Email]
• To Receiving Party: [Receiving Party Name], [Receiving Party Address], [Receiving Party Email]

18. Oregon-Specific Provisions

• SB 726/SB 1586 Compliance: Notwithstanding any other provision of this Agreement, nothing in this Agreement shall prohibit the Receiving Party from disclosing information relating to conduct that the Receiving Party reasonably believes to be unlawful, including but not limited to discrimination, harassment, retaliation, sexual assault, or criminal activity. The Receiving Party may disclose such information to legal counsel, law enforcement, or government agencies.

• Oregon Statutory Disclosure: Nothing in this Agreement prevents you from reporting possible violations of law to any governmental agency or entity, including but not limited to the U.S. Securities and Exchange Commission. You do not need prior authorization from the Disclosing Party to make such reports and you are not required to notify the Disclosing Party that you have made such reports.

• Workplace NDA:

• Option A: (If applicable and requested by the employee) The Receiving Party (Employee) requests this Non-Disclosure Agreement.
• Option B: (If applicable and mutual) The Parties agree to a Mutual Non-Disclosure Agreement.

19. Signature

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

Disclosing Party

By: [Disclosing Party Name]

Title: [Disclosing Party Title]

Date: [Date]

Receiving Party

By: [Receiving Party Name]

Title: [Receiving Party Title]

Date: [Date]