Rhode Island partnership nda template

Rhode Island Partnership Non-Disclosure Agreement

This Rhode Island Partnership Non-Disclosure Agreement (this “Agreement”) is made and entered into as of [Date] (the “Effective Date”) by and between:

• [Partnership Name 1], a partnership organized and existing under the laws of Rhode Island, with its principal place of business at [Address 1], and, if applicable, general/managing partners [Partner Name 1], residing at [Address 1 - Partner].
• [Partnership Name 2], a partnership organized and existing under the laws of Rhode Island, with its principal place of business at [Address 2], and, if applicable, general/managing partners [Partner Name 2], residing at [Address 2 - Partner].

1. Purpose

The purpose of this Agreement is to protect the confidentiality of certain proprietary and confidential information that may be disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with [Description of Purpose, e.g., a potential joint venture, business collaboration, service provision] (the “Purpose”). This Agreement [Choose One: supersedes/supplements/is subordinate to] the confidentiality provisions of any underlying partnership agreement between the parties.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, 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. It includes, but is not limited to:

• Partnership business plans
• Financial records, including profit/loss statements and tax filings
• Client and customer databases
• Internal policies and procedures
• Proprietary data and partner lists
• Investment proposals and valuations
• Partnership intellectual property
• Marketing strategies
• Technology or know-how shared
• Operational procedures
• Minutes of partner meetings
• Written, oral, or electronic disclosures

3. Exclusions from Confidential Information

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

• Is or becomes generally available to the public other than as a result of disclosure by the Receiving Party in violation of this Agreement.
• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Is required to be disclosed by law, regulation, court order, or other legal process. In such event, the Receiving Party shall:
  • Option A: Provide prompt written notice to the Disclosing Party prior to such disclosure, unless prohibited by law.
  • Option B: Use commercially reasonable efforts to obtain a protective order or other appropriate remedy to prevent or limit such disclosure.

4. Permitted Use

The Receiving Party shall use the Confidential Information solely for the Purpose defined in Section 1. The Receiving Party shall not use the Confidential Information for:

• Personal benefit
• Other business ventures unrelated to the Purpose
• Any purpose outside the scope of the Purpose

5. Non-Disclosure and Non-Use

• The Receiving Party agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party.
• The Receiving Party shall ensure that all of its employees, agents, contractors, affiliates, and representatives (collectively, “Representatives”) who have access to the Confidential Information are bound by written confidentiality agreements with terms no less restrictive than those contained herein.
  • Option A: Require such Representatives to execute individual confidentiality agreements directly with the Disclosing Party.
  • Option B: The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

6. Security Obligations

The Receiving Party shall:

• Implement and maintain reasonable and appropriate administrative, physical, and technical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, in accordance with applicable Rhode Island data protection standards and industry-specific regulations.
• Store all Confidential Information, whether physical or digital, securely within Rhode Island unless expressly authorized by the Disclosing Party in writing.
• Option A: Transmit electronic Confidential Information only in encrypted form.
• Option B: Implement multi-factor authentication for access to systems containing Confidential Information.

7. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall:

• Continue during the term of the partnership relationship.
• Extend for a period of [Number] years after the termination or dissolution of the partnership.
  • Option A: The confidentiality obligations with respect to trade secrets shall continue perpetually.
  • Option B: Confidentiality obligations will cease upon written notification from the disclosing party.

8. Return or Destruction of Confidential Information

Upon the termination, withdrawal, or dissolution of the partnership, or upon the Disclosing Party's written request, the Receiving Party shall:

• Promptly return to the Disclosing Party all Confidential Information and all copies or derivatives thereof in its possession or control.
• Option A: Destroy all Confidential Information and all copies or derivatives thereof.
• Option B: Provide written certification of such destruction by an authorized representative.

9. Notification of Unauthorized Disclosure

The Receiving Party shall:

• Promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorized disclosure, breach, data loss, or cyber-incident involving the Confidential Information.
• Cooperate with the Disclosing Party in risk assessment, incident response, and mitigation, in accordance with Rhode Island state data breach notification laws.

10. Remedies for Breach

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

• Injunctive relief to prevent further disclosure or use of the Confidential Information.
• Actual damages suffered as a result of the breach.
• Option A: Liquidated damages in the amount of [Dollar Amount], which the parties agree is a reasonable estimate of the damages likely to be suffered as a result of a breach.
• Recovery of attorneys' fees and costs incurred in enforcing this Agreement.
• Indemnification for any losses, damages, or liabilities incurred as a result of the breach.
• The parties acknowledge that unauthorized disclosure of Confidential Information will cause irreparable harm to the Disclosing Party, justifying immediate injunctive relief in Rhode Island courts.

11. 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. 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.

12. Alternative Dispute Resolution

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

• Option A: Resolved through binding arbitration in Rhode Island in accordance with the rules of the American Arbitration Association, and consistent with Rhode Island law for arbitration of business partnership disputes.
• Option B: Submitted to non-binding mediation in Rhode Island before commencing any legal action.

13. 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.

14. 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.

15. Amendment

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

16. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, legal representatives, and transferees. The Receiving Party shall not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Disclosing Party. Any such assignment must also be approved by all partners in the partnership.

17. Industry-Specific Requirements (If Applicable)

If the partnership operates in a regulated sector (e.g., healthcare, finance), the parties shall comply with all applicable Rhode Island statutes, regulations, and professional codes of conduct relating to the confidentiality of information. For example, [mention relevant Rhode Island statutes or regulations, such as HIPAA for healthcare].

18. Data Privacy (For Technology/Data Partnerships)

For partnerships involving technology or data, the parties shall comply with all applicable data privacy laws, including the Rhode Island Identity Theft Protection Act, and any relevant federal data protection requirements (e.g., HIPAA, GLBA). The parties shall cooperate in providing notification and remediation in the event of security breaches affecting partnership data.

19. Integration with Partnership Agreement

This Agreement [Choose one: supersedes/supplements/is subordinate to] the general confidentiality provisions in any underlying partnership agreement between the parties.

20. Voluntary Execution

Each party acknowledges that it has voluntarily executed this Agreement and has had the opportunity to seek independent legal counsel regarding its obligations under Rhode Island law.

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

[Partnership Name 1]

By: [Name]

Title: [Title, e.g., Managing Partner]

Address: [Address]

[Partnership Name 2]

By: [Name]

Title: [Title, e.g., Managing Partner]

Address: [Address]