Rhode Island nda template

Rhode Island Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is made and effective as of [Date],

BETWEEN

[Disclosing Party Name], residing at [Disclosing Party Address], ([Disclosing Party Entity Type: Individual, Corporation, LLC, etc.]) ("Disclosing Party"),

AND

[Receiving Party Name], residing at [Receiving Party Address], ([Receiving Party Entity Type: Individual, Corporation, LLC, etc.]) ("Receiving Party").

WHEREAS, Disclosing Party possesses certain confidential information; and

WHEREAS, Disclosing Party desires to disclose such information to Receiving Party;

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

Purpose

• Option A: For the purpose of [Description of Purpose, e.g., evaluating a potential business relationship].
• Option B: For the purpose of [Description of Purpose, e.g., employment].
• Option C: Other: [Description of Purpose]

Nature of Agreement

• Option A: Unilateral. This Agreement applies only to Confidential Information disclosed by Disclosing Party.
• Option B: Mutual. This Agreement applies to Confidential Information disclosed by either party to the other.

Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally or in writing, electronically or in any other form, 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:

• Option A: Written Information.
• Option B: Oral Information.
• Option C: Trade Secrets.
• Option D: Proprietary Methodologies.
• Option E: Personal Information.
• Option F: Third Party Data.
• Other: [Specify other types of information]

"Confidential Information" does not include information that:

• is or becomes publicly available other than through a breach of this Agreement;
• was already known to Receiving Party prior to its disclosure by Disclosing Party;
• is independently developed by Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
• is rightfully received by Receiving Party from a third party without any obligation of confidentiality.

Obligations of Receiving Party

Receiving Party agrees to:

• Option A: Maintain the confidentiality of the Confidential Information.
• Option B: Not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party.
• Option C: Use the Confidential Information solely for the Purpose stated above.
• Option D: 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.

Receiving Party may disclose the Confidential Information only to those of its employees, agents, or contractors who:

• need to know such information for the Purpose stated above;
• have been informed of the confidential nature of the Confidential Information; and
• have agreed to be bound by confidentiality obligations at least as protective as those contained herein.

Term

The obligations of confidentiality and non-use under this Agreement shall continue:

• Option A: Perpetually.
• Option B: For a period of [Number] years from the Effective Date.
• Option C: With respect to trade secrets, for as long as such information qualifies as a trade secret under Rhode Island's Uniform Trade Secrets Act.

Return or Destruction of Confidential Information

Upon Disclosing Party's written request, or upon termination of this Agreement, Receiving Party shall:

• Option A: Promptly return all Confidential Information to Disclosing Party.
• Option B: Promptly destroy all Confidential Information and certify in writing to Disclosing Party that such destruction has been completed.

The return or destruction shall occur within [Number] days of the request or termination.

Permitted Methods of Disclosure

Receiving Party shall take reasonable steps to protect the Confidential Information, including but not limited to:

• Option A: Maintaining the Confidential Information in a secure location.
• Option B: Protecting electronic Confidential Information with password protection.
• Option C: Obtaining prior written approval from Disclosing Party before disclosing any Confidential Information.

Remedies for Breach

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

• Option A: Injunctive relief.
• Option B: Monetary damages.
• Option C: Specific performance.
• Option D: Reasonable attorney's fees.
• Option E: Liquidated damages in the amount of [Dollar Amount].

No License

Nothing in this Agreement shall be construed as granting Receiving Party any license or other right to use the Confidential Information, except as expressly provided herein.

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.

• Option A: (Merger and Integration Clause) This Agreement integrates, merges, and supersedes any prior or contemporaneous discussions, agreements, or understandings between the parties regarding the subject matter of this Agreement.

Severability

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

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.

Amendment

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

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.

• Option A: Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the federal or state courts located in [County Name], Rhode Island.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City Name], Rhode Island.

Rhode Island Uniform Trade Secrets Act Compliance

• Option A: The definition of “trade secret” used herein is intended to be consistent with Rhode Island General Laws § 6-41-1 et seq.
• Option B: Nothing in this Agreement shall be construed to prohibit Receiving Party from reporting possible violations of law to any governmental agency or entity, or from making other disclosures that are protected under whistleblower laws.

Notice

Any notice required or permitted 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.

Assignment

• Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Option B: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Special Clauses

• Option A: (Harassment/Discrimination Disclosure Protection) Nothing in this agreement prevents [Receiving Party Name] from disclosing any sexual harassment, sexual assault, or discrimination.
• Option B: (Employment NDA Limitations) To the extent that this Agreement applies to employment, it does not restrict Receiving Party's rights to report unlawful conduct or communicate with government agencies as protected by law.

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

[Disclosing Party Name]

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

Date: [Date]

[Receiving Party Name]

By: [Receiving Party Representative Name]

Title: [Receiving Party Representative Title]

Date: [Date]