Pennsylvania partnership nda template

Pennsylvania Partnership Non-Disclosure Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], a [Partner 1 Entity Type], ("Partner 1"), and
• [Partner 2 Name], residing at [Partner 2 Address], a [Partner 2 Entity Type], ("Partner 2"), and
• [Partner 3 Name], residing at [Partner 3 Address], a [Partner 3 Entity Type], ("Partner 3"), etc.
• (collectively, the "Partners").

And, if applicable:

• [Partnership Name], located at [Partnership Address], a [Partnership Entity Type] (the "Partnership").

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by or on behalf of a Partner (the "Disclosing Party") to any other Partner (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, that relates to the Disclosing Party's business, including, but not limited to:

• Internal operational methods.
• Partnership agreements and financial records.
• Proprietary business plans, client and supplier information.
• Unique partnership-developed intellectual property.
• Research and development.
• Personnel data.
• Pricing or bidding strategies and marketing data.
• Undisclosed transactions and any oral, written, or electronic information disclosed during partnership administration, employment, collaboration, or third-party service provider interactions.

2. Exclusions from Confidentiality

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

• Option A: Is already publicly available through no fault of the Receiving Party.
• Option B: Becomes publicly available hereafter through no fault of the Receiving Party.
• Was lawfully possessed by the Receiving Party before disclosure by the Disclosing Party.
• Was lawfully obtained by the Receiving Party from a third party not bound by a duty of confidentiality.
• Was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
• Is required to be disclosed by subpoena, court order, or other valid government demand in accordance with Pennsylvania law, provided that the Receiving Party provides prompt written notice to the Disclosing Party before responding to such demand.

3. Permitted Use

The Receiving Party shall use the Confidential Information solely for:

• Identified partnership business purposes.
• Internal operations directly related to the Partnership.
• In connection with the Receiving Party's employment or service with the Partnership.

The Receiving Party shall not disclose or use the Confidential Information for individual gain, outside business interests, or non-Partnership ventures.

4. Access to Confidential Information

Access to Confidential Information shall be limited to:

• Partners, affiliates, employees, advisors, accountants, legal counsel, and contractors who have a need to know such information for the Permitted Use.
• Each person with access to confidential information must be bound by written confidentiality obligations at least as strict as those in this NDA.

5. Safeguarding Requirements

The Receiving Party shall safeguard the Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care, including:

• Mandatory physical, technical, and administrative security measures.
• Requirements for access logging.
• Secure transmission.
• Controlled duplication.
• Document destruction protocols.

6. Duration of Confidentiality

The confidentiality obligations under this Agreement shall continue:

• During the active partnership term.
• Throughout the period of ongoing employment or service.
• For a period of [Number] years after termination of the partnership or employment/service relationship.
• For information deemed a trade secret under 12 Pa.C.S. §5301 et seq., the protections extend for as long as the information qualifies as a trade secret under Pennsylvania law.

7. Return or Destruction of Confidential Information

Upon the end of the partnership, cancellation of this Agreement, or at the written request of the Disclosing Party, the Receiving Party shall:

• Return all Confidential Information, including tangible documents, electronic files, derivative records, and backup copies, to the Disclosing Party.
• Option A: Certify in writing the destruction of all Confidential Information.
• Option B: Allow the Disclosing Party to witness the destruction of all Confidential Information.

8. Notification of Breach

The Receiving Party shall promptly notify the Disclosing Party upon discovery of any security breach, wrongful disclosure, or suspected loss or misuse of Confidential Information, in accordance with applicable Pennsylvania data breach statutes, and cooperate with the Disclosing Party in containing and remedying such breach.

The notification must be delivered within [Number] days of discovery of any security breach.

9. Remedies for Breach

In the event of a breach of this Agreement, the Disclosing Party shall be entitled to:

• Injunctive relief.
• Actual damages.
• Punitive damages (if permitted by law).
• Reasonable attorneys' fees.
• Equitable relief.

The Disclosing Party shall have the right to seek interim measures in Pennsylvania courts to prevent irreparable harm.

10. Choice of Law and Forum

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. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Pennsylvania.

This clause is subject to any conflicting forum selection provisions in the underlying partnership agreement.

11. 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 Pennsylvania.
• Option A: If mediation fails, the parties may pursue litigation.
• Option B: If mediation fails, the parties agree to submit the dispute to binding arbitration in accordance with the Pennsylvania Uniform Arbitration Act (42 Pa.C.S. §7301 et seq.).

The chosen method of dispute resolution shall not waive either party's right to equitable remedies.

12. Compliance with Pennsylvania Law

This Agreement is intended to comply with all applicable laws and regulations of the Commonwealth of Pennsylvania, including:

• Pennsylvania Breach of Personal Information Notification Act.
• Pennsylvania Uniform Trade Secrets Act (12 Pa.C.S. §5301 et seq.).
• Pennsylvania partnership statute (15 Pa.C.S. §8411 et seq.).

13. Conflicts with Partnership Agreement

This Agreement shall take precedence over the underlying partnership agreement with respect to matters of confidentiality.

14. Amendments and Waivers

Any amendment or waiver of any provision of this Agreement must be in writing and signed by all parties. No oral modifications shall be permitted.

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. Severability

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

17. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

18. 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.

19. Notices

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, to the addresses set forth above.
• Sent by reputable overnight courier service.

20. Authority

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

21. Partnership Internal Procedures

The Partnership shall establish and maintain internal notification and investigation procedures for suspected breaches of this NDA.

22. Whistleblower Protection

Nothing in this Agreement shall be construed to prevent any party from reporting suspected violations of law to appropriate government authorities or from cooperating with any government investigation, in accordance with applicable Pennsylvania or federal whistleblower laws.

23. Unique Partnership Assets

The following partnership assets are specifically designated as Confidential Information:

• [List specific partnership assets, e.g., jointly-owned software, shared databases, special partnership licenses]

24. Limited Disclosure Scenarios

Limited disclosure of Confidential Information may be permitted in the following custom scenarios:

• Merger discussions, subject to a strict written confidentiality agreement with the recipient.
• Regulatory audits or tax filings, subject to applicable legal requirements.

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

[Partner 1 Name]

By: [Signature of Partner 1]

[Partner 2 Name]

By: [Signature of Partner 2]

[Partner 3 Name]

By: [Signature of Partner 3]

[Partnership Name (if applicable)]

By: [Signature of Authorized Representative]

Name: [Printed Name of Authorized Representative]

Title: [Title of Authorized Representative]