Oregon partnership nda template

Oregon Partnership Non-Disclosure Agreement

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

[Partner A Legal Name], a [State of Formation] [Entity Type] with its principal place of business at [Partner A Address], represented by [Partner A Representative Name] ("Partner A"), and

[Partner B Legal Name], a [State of Formation] [Entity Type] with its principal place of business at [Partner B Address], represented by [Partner B Representative Name] ("Partner B").

Preamble:

Partner A and Partner B are contemplating a partnership relationship for the purpose of [Briefly Describe Partnership Purpose, e.g., joint venture, co-development, business collaboration] in Oregon. In connection with this potential relationship, each party may disclose to the other certain confidential and proprietary information. This Agreement is intended to protect such information from unauthorized disclosure or use, in accordance with Oregon law.

Definition of Confidential Information:

Confidential Information means any information disclosed by one 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. This includes, but is not limited to:

• Intellectual property, including inventions, patents, trademarks, copyrights, and trade secrets.
• Proprietary systems, including software, hardware, and databases.
• Business models and partnership strategies.
• Joint marketing materials.
• Internal financial projections.
• Partnership agreements and amendments.
• Client and vendor lists.
• Technology specifications and development roadmaps.
• Presentations and documents shared in meetings.
• Any information shared in written, oral, visual, electronic, or other tangible form.
• Personal identifiable information of employees and customers, as defined by the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.).

Exclusions from Confidential Information:

This Agreement does not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Was lawfully acquired by the Receiving Party from a third party not under a confidentiality obligation.
• Was already known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.
• Is required to be disclosed by law, court order, or regulatory requirement, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement (to the extent legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

Permitted Use:

The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and pursuing the potential partnership described in the Preamble (the "Purpose"). The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, competitive advantage, personal benefit, or any purpose beyond the scope of the Purpose.

Security Measures:

The Receiving Party shall take commercially reasonable security and administrative measures to protect the Confidential Information from unauthorized access, use, or disclosure. These measures shall include, but are not limited to:

• Secure electronic transmission of Confidential Information.
• Controlled access to Confidential Information.
• Encryption of Confidential Information where reasonable and appropriate.
• Internal training for employees and contractors regarding the protection of Confidential Information, consistent with Oregon’s data safeguard statutes.

Disclosure Procedures:

All disclosures of Confidential Information shall be clearly identified as confidential, where feasible (e.g., by labeling documents as "Confidential"). In the case of oral disclosures, the Disclosing Party shall provide the Receiving Party with a written summary of the disclosed information within [Number] days of the oral disclosure. The Receiving Party shall keep written minutes of oral disclosures or supplemental written confirmations within [Number] days.

Term of Confidentiality:

The obligations of confidentiality under this Agreement shall:

• Option A: Continue during the term of the potential partnership discussions and, if a partnership is formed, during the term of the partnership.
• Option B: Continue for a period of [Number] years after the termination of the partnership or collaboration.
• Option C: With respect to trade secrets, as defined by the Oregon Uniform Trade Secrets Act (ORS 646.461–646.475), continue indefinitely.

Return or Destruction of Confidential Information:

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

Notification of Unauthorized Disclosure:

The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized disclosure, loss, or suspected breach of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in investigating and remediating any such event, in accordance with Oregon’s data breach notification statutes (ORS 646A.600–646A.628).

Remedies for Breach:

The Disclosing Party shall be entitled to seek all available legal and equitable remedies for any breach of this Agreement, including, but not limited to:

• Temporary and permanent injunctive relief in Oregon state or federal courts.
• Actual damages.
• Punitive damages, if permitted by Oregon law.
• Liability for all consequential losses suffered by the Disclosing Party.

Dispute Resolution:

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Oregon].
• If mediation fails, the dispute shall be resolved by binding arbitration in [City, Oregon], in accordance with the rules of the American Arbitration Association. Oregon law shall govern the arbitration.

Relationship to Other Agreements:

This Agreement is in addition to, and does not supersede, any existing partnership agreement between the parties. In the event of any conflict between this Agreement and any existing partnership agreement, the terms of this Agreement shall control with respect to the protection of Confidential Information, unless otherwise expressly stated in the partnership agreement.

No License or Ownership Rights:

No license or ownership rights of any kind are transferred or granted by the disclosure of Confidential Information under this Agreement, unless expressly agreed in writing and signed by both parties.

Exceptions to Confidentiality:

Any exceptions to the obligations of confidentiality under this Agreement must be in writing and signed by an authorized representative of the Disclosing Party.

Severability:

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

Binding Effect:

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

Amendments, Waivers, and Notices:

All amendments, waivers, and notices relating to this Agreement must be in writing and signed by authorized representatives of each party, in accordance with Oregon's electronic signatures law (ORS Chapter 84).

Disclosure Obligations:

In the event either party is required to disclose Confidential Information to regulatory or tax authorities in Oregon, such party shall:

• Option A: Notify the other party in writing prior to such disclosure.
• Option B: Use reasonable efforts to obtain confidential treatment for the disclosed information.

Scope of Agreement:

This Agreement shall be binding on all partners (equity and non-equity), employees, contractors, and representatives of each party who have access to Confidential Information.

Industry-Specific Requirements:

[Insert any industry-specific requirements here, such as HIPAA or FERPA compliance if applicable.]

Compliance with Oregon Law:

This Agreement is intended to comply with the Oregon Uniform Trade Secrets Act and Oregon’s data security and notice of breach laws.

Responsibility for Representatives:

Each party shall be responsible for the acts and omissions of its employees, contractors, and representatives with respect to the obligations of confidentiality under this Agreement.

Governing Law and Interpretation:

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. This Agreement shall be interpreted using Oregon’s principles of contract interpretation and good faith as required by state statute and local legal practice.

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

[Partner A Legal Name]

By: [Partner A Representative Name]

Title: [Partner A Representative Title]

[Partner B Legal Name]

By: [Partner B Representative Name]

Title: [Partner B Representative Title]