Pennsylvania mutual nda template

Pennsylvania Mutual Nondisclosure Agreement

This Mutual Nondisclosure Agreement (the "Agreement") is made and effective as of [Date],

BETWEEN:

• [Disclosing Party Legal Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address] ("Disclosing Party"),
• AND:
• [Receiving Party Legal Name], a [State] [Entity Type] with its principal place of business at [Receiving Party Address] ("Receiving Party").

WHEREAS, Disclosing Party and Receiving Party desire to exchange certain confidential information for the purpose of [Purpose of Disclosure] (the "Purpose").

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

Definition of Confidential Information:

"Confidential Information" means any and all information disclosed by either party to the other, 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:

• Business plans, strategies, and forecasts
• Sales and marketing strategies
• Technology specifications, designs, and code
• Product prototypes and samples
• Pricing and financial data
• Unpublished patent applications and trade secrets
• Customer and vendor lists
• Process documentation and manuals
• Proprietary software and databases
• Legal documents and communications
• Human resources and personnel data
• Any other information disclosed physically, digitally, or verbally

Exclusions from Confidentiality:

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

• Option A: was already lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by Receiving Party's written records.
• Option B: is or becomes publicly available through no fault or breach of this Agreement by the Receiving Party.
• Option C: is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by Receiving Party's written records.
• Option D: is required to be disclosed by law, regulation, subpoena, or court order; provided that the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy (unless prohibited by law).

Permitted Use:

• Option A: The Receiving Party shall use the Confidential Information solely for the Purpose defined above and shall not use the Confidential Information for any other purpose whatsoever.
• Option B: The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors, and advisors who have a need to know the Confidential Information for the Purpose and are bound by confidentiality obligations at least as protective as those contained herein.
• Option C: The Receiving Party understands that all Confidential Information remains the sole and exclusive property of the Disclosing Party.

Obligations of Information Protection:

Each party shall protect the Confidential Information of the other party with at least the same degree of care that it uses to protect its own similar confidential information, but in no event less than a commercially reasonable standard of care.

• Option A: This includes, but is not limited to, implementing and maintaining appropriate physical, technical, and administrative safeguards to prevent unauthorized access, use, or disclosure of the Confidential Information.
• Option B: Access to Confidential Information shall be limited to those employees, contractors, and advisors with a "need to know" for the Purpose.
• Option C: Confidential Information stored electronically shall be password-protected and stored on secure servers.

Notification of Unauthorized Disclosure:

Each party shall promptly notify the other in writing upon discovery of any unauthorized disclosure, loss, data breach, or threatened breach of the confidentiality obligations under this Agreement.

• Option A: The breaching party shall fully cooperate with the other party in investigating and remedying such breach, at the breaching party's sole expense.
• Option B: Such notification shall include all available details of the incident, including the nature and extent of the unauthorized disclosure, the identities of the persons involved, and the steps taken to mitigate the damage.

Term:

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the Effective Date.
• Option B: With respect to information constituting a "trade secret" under the Pennsylvania Uniform Trade Secrets Act, the obligations of confidentiality shall continue indefinitely, or until such information no longer qualifies as a trade secret under applicable law.

Return or Destruction of Confidential Information:

Upon the written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return all Confidential Information of the Disclosing Party, including all copies and extracts thereof, or, at the Disclosing Party's option, shall destroy all such Confidential Information and provide written certification of such destruction to the Disclosing Party.

Remedies for Breach:

Each party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the other party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any such breach, in addition to any other remedies available at law or in equity. Nothing herein shall be construed as a waiver of any rights or remedies available under Pennsylvania law.

Dispute Resolution:

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, PA], prior to initiating any legal proceedings. If mediation is unsuccessful, either party may pursue litigation in the courts of [County] County, Pennsylvania.
• Option B: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be conducted in [City, PA]. The decision of the arbitrator shall be final and binding on the parties.

Governing Law; Jurisdiction and Venue:

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in [County] County, Pennsylvania, for any legal action or proceeding arising out of or relating to this Agreement.

Whistleblower Protections and Legal Compliance:

Nothing in this Agreement shall be construed to prevent either party from reporting possible violations of law to any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state, or local agency. Furthermore, this Agreement shall not be construed to require either party to violate any applicable Pennsylvania or federal law or regulation.

Assignment; Non-Waiver; Amendment:

This Agreement may not be assigned by either party without the prior written consent of the other party. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. This Agreement may be amended only by a written instrument signed by both parties. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Severability:

If any provision of this Agreement is held to be invalid or unenforceable under Pennsylvania law, such provision shall be struck and the remaining provisions shall remain in full force and effect. To the extent any restriction in this Agreement is deemed overly broad or unenforceable, such provision shall be modified to the maximum extent permitted by law to make it valid and enforceable.

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.

Opportunity for Counsel:

Each party acknowledges that it has had the opportunity to consult with legal counsel regarding the terms and conditions of this Agreement and is entering into this Agreement voluntarily.

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

[Disclosing Party Legal Name]

By: [Disclosing Party Authorized Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

[Receiving Party Legal Name]

By: [Receiving Party Authorized Signature]

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title]