Pennsylvania nda template

Pennsylvania Non-Disclosure Agreement (NDA)

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

• [Disclosing Party Name], a [Entity Type: Individual or Business], located at [Disclosing Party Address], hereinafter referred to as "Disclosing Party";
• and
• [Receiving Party Name], a [Entity Type: Individual or Business], located at [Receiving Party Address], hereinafter referred to as "Receiving Party".

1. Definition of Confidential Information

• Option A: "Confidential Information" shall mean any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, 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:
  • Written or electronic documents
  • Business plans
  • Trade secrets
  • Customer lists
  • Technical information
  • Financial information
• Option B: "Confidential Information" shall not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party; (iii) is independently developed by Receiving Party without use of or reference to the Confidential Information; or (iv) is rightfully received by Receiving Party from a third party without any obligation of confidentiality.
• Option C: Confidential Information includes but is not limited to data, marketing strategies, product designs, and source code.

2. Purpose of Disclosure

• Option A: The Confidential Information is being disclosed for the sole purpose of [Description of Purpose, e.g., evaluating a potential business transaction].
• Option B: Permitted uses of the Confidential Information include:
  • Business negotiation
  • Due diligence
  • Employment relationship
  • Other: [Specify Other Purpose]
• Option C: The Receiving Party will not use the confidential information for any purpose other than as described herein.

3. Obligations of Confidentiality

• Option A: Receiving Party agrees to:
  • Hold the Confidential Information in strict confidence.
  • Not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party.
  • Not use the Confidential Information for any purpose other than the Purpose of Disclosure.
  • Protect the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.
  • Limit access to the Confidential Information to those of its employees, agents, and contractors who have a need to know such information for the Purpose of Disclosure and who are bound by confidentiality obligations no less restrictive than those contained herein.
  • Immediately notify Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information.
• Option B: Receiving Party shall not copy or retain any portion of the Confidential Information except as strictly necessary for the Purpose of Disclosure.
• Option C: Upon learning of unauthorized disclosure of information, Receiving Party must notify Disclosing Party as soon as practically possible.

4. Term and Termination

• Option A: This Agreement shall commence on the Effective Date and shall continue for a term of [Number] [Years/Months].
• Option B: The obligations of confidentiality under this Agreement shall survive termination of this Agreement for a period of [Number] [Years/Months].
• Option C: The disclosing party can terminate this Agreement with [Number] [Days/Weeks] written notice to the Receiving Party.

5. Exclusions from Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall not apply to information that:
  • Is or becomes publicly available through no fault of Receiving Party.
  • Was rightfully in Receiving Party's possession prior to disclosure by Disclosing Party.
  • Is independently developed by Receiving Party without use of or reference to the Confidential Information.
  • Is rightfully received by Receiving Party from a third party who is not bound by any confidentiality obligation to Disclosing Party.
  • Is required to be disclosed by law or court order, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement so that Disclosing Party may seek a protective order or other appropriate remedy.
• Option B: Receiving Party must provide written notice to Disclosing Party immediately of any disclosure required by law or court order.
• Option C: Exclusions do not include information that is derived from publicly available sources but only discoverable through specialized research and analysis of confidential methods.

6. Return or Destruction of Confidential Information

• Option A: Upon Disclosing Party's written request, or upon termination of this Agreement, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies thereof.
• Option B: Alternatively, upon Disclosing Party's written request, or upon termination of this Agreement, Receiving Party shall promptly destroy all Confidential Information in its possession or control, including all copies thereof, and shall provide Disclosing Party with written certification of such destruction.
• Option C: A written confirmation of destruction of information is sufficient to meet the terms of this clause.

7. Ownership and Intellectual Property Rights

• Option A: Disclosing Party retains all right, title, and interest in and to the Confidential Information. This Agreement does not grant Receiving Party any license or other rights in or to the Confidential Information.
• Option B: Disclosure of confidential information does not grant any right, license, or interest in any intellectual property.
• Option C: All intellectual property rights are reserved.

8. Remedies and Enforcement

• Option A: Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.
• Option B: Disclosing Party reserves the right to seek damages for breach of this Agreement.
• Option C: Option to include Liquidated Damages Clause: Receiving Party agrees to pay $[Amount] as liquidated damages in the event of a breach.

9. Scope of Agreement (Unilateral/Bilateral)

• Option A: This is a Unilateral Agreement where only the Disclosing Party is disclosing confidential information. Sections pertaining to reciprocal obligations are null and void.
• Option B: This is a Mutual/Bilateral Agreement where both parties may disclose confidential information. The obligations apply equally to each party as a Disclosing Party and Receiving Party, respectively.

10. Permitted Disclosures to Affiliates, Employees, Agents, and Contractors

• Option A: Receiving Party may disclose Confidential Information to its affiliates, employees, agents, and contractors who have a need to know such information for the Purpose of Disclosure, provided that such individuals are bound by confidentiality obligations no less restrictive than those contained herein.
• Option B: Receiving Party shall ensure that all permitted third parties who have access to the Confidential Information sign a separate Non-Disclosure Agreement with terms equivalent to those included herein.
• Option C: No disclosure to third parties is permitted.

11. Governing Law and Jurisdiction

• Option A: 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.
• Option B: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County], Pennsylvania, and each party irrevocably consents to the jurisdiction of such courts.
• Option C: Any dispute arising out of or relating to this agreement shall be resolved by binding arbitration in [City], Pennsylvania, in accordance with the rules of the American Arbitration Association.

12. Standard Boilerplate Clauses

• Notice: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.
• 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.
• Waiver: 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.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
• Amendments: This Agreement may be amended only by a written instrument signed by both parties.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• 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.
• Electronic Signatures: This agreement may be executed using electronic signatures and delivered electronically, and such electronic signatures and delivery shall have the same force and effect as original signatures and delivery of an original document.

13. Pennsylvania-Specific Considerations

• Option A: Non-Compete/Non-Solicitation:
  • Include Non-Compete Clause: The Receiving Party agrees not to compete with the Disclosing Party for a period of [Number] [Years/Months] within [Geographic Area].
  • Exclude Non-Compete Clause: (Omit any non-compete provisions).
• Option B: Pennsylvania Uniform Trade Secrets Act and Defend Trade Secrets Act:
  • Include Whistleblower Protection Language: "Notwithstanding anything to the contrary herein, Receiving Party shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal."
  • Exclude Whistleblower Protection Language.
• Option C: Attorney's Fees:
  • Include Attorney's Fees Clause: In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.
  • Exclude Attorney's Fees Clause.

14. Special Industry Regulations (Optional)

• Option A: Include clause for compliance with HIPAA (Health Insurance Portability and Accountability Act) if dealing with protected health information.
• Option B: Include clause for compliance with other federal or Pennsylvania regulations (e.g., GLBA for financial information, PII protection laws).
• Option C: This agreement contains no special industry exclusions.

15. Successors and Assigns (Optional)

• Option A: This agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
• Option B: This agreement does not extend to successors and assigns.

16. Electronic Records and Signatures (Pennsylvania UETA Compliance)

• Option A: The parties agree that this Agreement and any related documents may be entered into, signed and stored electronically and that the electronic signature of any party to this Agreement shall be binding on such party.
• Option B: This agreement does not permit electronic records or signatures.

17. Witness/Notarization (Optional)

• Option A: This Agreement requires witness signatures.
  • Witness 1 Signature: _________________________
  • Witness 2 Signature: _________________________
• Option B: This Agreement requires notarization.
• Option C: This agreement does not require witness signatures or notarization.

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

____________________________
[Disclosing Party Name]

____________________________
[Receiving Party Name]