Rhode Island mutual nda template

Rhode Island Mutual Nondisclosure Agreement

This Rhode Island Mutual Nondisclosure Agreement (this “Agreement”) is made and effective as of [Effective Date], by and between:

[Disclosing Party Name], a [Disclosing Party Entity Type] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”);

and

[Receiving Party Name], a [Receiving Party Entity Type] with its principal place of business at [Receiving Party Address] (“Receiving Party”).

Both Disclosing Party and Receiving Party are referred to individually as “Party” and collectively as “Parties.”

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, electronically, or by any other means, that relates to Disclosing Party’s business, including, but not limited to:

• Option A: Technical information, including designs, drawings, specifications, models, data, source code, object code, documentation, diagrams, research, and development.
• Option B: Business information, including client lists, supplier lists, pricing, marketing plans, business strategies, financial information, and personnel data.
• Option C: Trade Secrets, as defined by Rhode Island General Laws § 6-41-1 et seq., including formulas, patterns, compilations, programs, devices, methods, techniques, or processes that derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.
• Option D: Any other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances surrounding its disclosure.

2. Exceptions to Confidential Information

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

• Option A: Was already known to Receiving Party prior to its disclosure by Disclosing Party, without any obligation of confidentiality.
• Option B: Is lawfully disclosed to Receiving Party by a third party who is not bound by any obligation of confidentiality to Disclosing Party.
• Option C: Is or becomes generally available to the public through no fault of Receiving Party.
• Option D: Is required to be disclosed by law, regulation, court order, or subpoena, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and takes reasonable steps to contest or limit the disclosure.

3. Mutual Obligations

Each Party (as Receiving Party in relation to the other Party) agrees to:

• Option A: Use the other Party’s Confidential Information solely for the purpose of [Permitted Purpose, e.g., evaluating a potential business relationship, performing services under a contract, specific collaboration].
• Option B: Protect the other Party’s Confidential Information from unauthorized disclosure or use with the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.
• Option C: Restrict access to the other Party’s Confidential Information to its employees, contractors, and advisors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
• Option D: Not disclose the other Party’s Confidential Information to any third party without the prior written consent of the other Party.

4. Safeguards

Each Party shall implement and maintain reasonable administrative, physical, and technical safeguards to protect the other Party’s Confidential Information from unauthorized access, use, or disclosure, commensurate with the sensitivity of the information and in accordance with industry standards.

5. Storage, Transmission, Sharing and Return/Destruction of Confidential Information

Each Party shall handle the other Party’s Confidential Information as follows:

• Option A: Store Confidential Information securely and protect it from unauthorized access.
• Option B: Transmit Confidential Information securely, using encryption or other appropriate measures where necessary.
• Option C: Share Confidential Information only with authorized personnel who have a need to know the information for the Permitted Purpose.
• Option D: Upon the written request of the other Party, promptly return or destroy all copies of the other Party’s Confidential Information in its possession or control, and certify in writing to the other Party that such destruction has occurred. Each party shall purge electronic archives.

6. Term of Confidentiality

The obligations under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years from the date of termination of this Agreement.

• Option A: The obligation to protect Trade Secrets as defined under Rhode Island General Laws § 6-41-1 et seq. shall continue for as long as the information remains a Trade Secret under Rhode Island law.

7. Prior Disclosure

This Agreement shall apply to any Confidential Information disclosed by either Party to the other Party prior to the Effective Date.

8. Unauthorized Disclosure

Each Party shall immediately notify the other Party in writing upon becoming aware of any unauthorized use, disclosure, or loss of the other Party’s Confidential Information. If the unauthorized disclosure involves Personally Identifiable Information, notification shall be made in accordance with the Rhode Island Identity Theft Protection Act (RIGL § 11-49.3).

9. Remedies

Each Party acknowledges that unauthorized disclosure or use of the other Party’s Confidential Information would cause irreparable harm to the other Party for which monetary damages would be inadequate. Therefore, each Party agrees that the other Party shall be entitled to seek injunctive relief and specific performance to prevent any threatened or actual breach of this Agreement, in addition to any other remedies available at law or equity.

• Option A: The parties agree that liquidated damages in the amount of [Dollar Amount] would be a reasonable estimate of damages in the event of a breach. (Note: Stipulated liquidated damages are enforceable in Rhode Island if reasonable.)

10. No Rights Granted

No license, right, or interest in or to any trademarks, copyrights, patents, or other intellectual property is granted or implied under this Agreement.

11. Additional Regulatory Requirements

Each party acknowledges that certain information may be subject to additional regulatory requirements under state and/or federal law (e.g., HIPAA, GLBA, or Rhode Island-specific statutes) and agrees to comply with all such applicable requirements.

12. No Waiver

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom the waiver is sought to be enforced.

13. Amendment

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

14. Dispute Resolution

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

• Option A: First, the Parties shall attempt to resolve the dispute through good faith negotiation.
• Option B: If negotiation fails, the Parties agree to attempt mediation in Rhode Island before resorting to arbitration or litigation.
• Option C: If mediation fails, the Parties agree to submit the dispute to binding arbitration in Rhode Island in accordance with the rules of the American Arbitration Association.
• Option D: If mediation fails, either party may bring an action in any state or federal court located in Rhode Island.

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict of laws principles. The Parties agree that 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 Rhode Island. RIGL §§ 6-34-1 et seq. applies.

16. Severability

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

17. Authority

Each Party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement, and that its execution of this Agreement does not violate any other agreement to which it is a party or any law or regulation to which it is subject.

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. Electronic Signatures

Electronic signatures shall be accepted in accordance with Rhode Island’s Uniform Electronic Transactions Act.

20. Assignment

Neither Party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party.

21. 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. The parties acknowledge that there are no other non-written representations being relied upon.

22. Exclusion of Non-Competition/Non-Solicitation

This Agreement does not create any obligations regarding non-competition or non-solicitation. Any such obligations must be separately contracted for in accordance with Rhode Island law.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Disclosing Party Name]

By: [Disclosing Party Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

[Receiving Party Name]

By: [Receiving Party Signature]

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title]