South Carolina mutual nda template

South Carolina Mutual Nondisclosure Agreement

This Mutual Nondisclosure Agreement ("Agreement") is made and entered into as of [Date] by and between:

[Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Address], hereinafter referred to as "Party A,"

and

[Receiving Party Name], a [State] [Entity Type] with its principal place of business at [Address], hereinafter referred to as "Party B."

Each of Party A and Party B may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, the Parties desire to explore a potential business relationship and/or exchange certain confidential information.

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

1. Mutuality of Obligation

Both Parties acknowledge that this Agreement is mutual. Each Party may disclose Confidential Information to the other, and both Parties are equally bound by the obligations set forth herein.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by one Party (the "Disclosing Party") to the other Party (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. Confidential Information includes, but is not limited to:

• Business strategies, plans, and projections.
• Technical data, including designs, specifications, formulas, prototypes, and processes.
• Trade secrets, as defined under the South Carolina Uniform Trade Secrets Act, S.C. Code Ann. § 39-8-10 et seq.
• Customer or client lists and information.
• Pricing structures and financial records.
• Marketing plans and strategies.
• Contract terms and conditions.
• Employee information and data.
• Product designs and specifications.
• Software source code, object code, and related documentation.

3. Purpose

The Confidential Information shall be disclosed solely for the purpose of:

• Option A: Evaluating a potential joint venture.
• Option B: Assessing a possible business relationship.
• Option C: [Specific Purpose Description]

The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use it for any other purpose whatsoever.

4. Exclusions from Confidential Information

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

• Is or becomes publicly available other than through a breach of this Agreement by the Receiving Party.
• Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party.
• Is required to be disclosed by law, subpoena, court order, or government regulation; provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement, to the extent legally permissible, and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

5. Safeguarding Confidential Information

The Receiving Party shall protect the Disclosing Party's Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

• Option A: Include reasonable physical, electronic, and procedural safeguards.
• Option B: Restrict access to the Confidential Information to those employees, contractors, and agents who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Option C: Implement and maintain industry-standard security measures to prevent unauthorized access to or disclosure of the Confidential Information.

The Receiving Party shall immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information and shall cooperate with the Disclosing Party in taking reasonable steps to prevent further unauthorized use or disclosure.

6. Term and Termination

This Agreement shall become effective as of the Effective Date and shall continue in effect for a period of [Number] years.

• Option A: The obligations of confidentiality and non-use shall survive termination of this Agreement for a period of [Number] years.
• Option B: With respect to information constituting trade secrets under South Carolina law, the obligations of confidentiality and non-use shall continue perpetually.

Either Party may terminate this Agreement upon [Number] days' written notice to the other Party. Termination of this Agreement shall not relieve either Party of its obligations with respect to Confidential Information disclosed prior to the date of termination.

7. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies of the Confidential Information in its possession or control, or, at the Disclosing Party's option, destroy all such copies and provide the Disclosing Party with written certification of such destruction.

8. Remedies

The Parties agree that monetary damages would be inadequate to compensate the Disclosing Party for any breach of this Agreement by the Receiving Party. Therefore, the Disclosing Party shall be entitled to seek injunctive relief to prevent any threatened or actual breach of this Agreement, in addition to any other remedies available at law or in equity.

• Option A: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.
• Option B: The Receiving Party shall be liable for all direct, indirect, and consequential damages resulting from any breach of this Agreement.

9. Dispute Resolution

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

• Option A: The Parties shall first attempt to resolve the dispute through good-faith negotiation.
• Option B: If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to mediation in [City], South Carolina.
• Option C: If the dispute cannot be resolved through mediation, the Parties agree to submit the dispute to binding arbitration in [City], South Carolina, in accordance with the rules of the American Arbitration Association.

10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, 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 [County], South Carolina, and the parties hereby consent to the jurisdiction of such courts. (S.C. Code Ann. § 15-7-30)

11. No License or Intellectual Property Rights

Nothing in this Agreement shall be construed as granting to the Receiving Party any license or other right in or to the Disclosing Party's Confidential Information, including, without limitation, any intellectual property rights. The Disclosing Party retains all right, title, and interest in and to its Confidential Information.

12. Employee and Contractor Confidentiality

Each Party shall ensure that its employees, contractors, and agents who have access to the other Party's Confidential Information are bound by written confidentiality agreements that are at least as protective as those contained in this Agreement.

13. No Solicitation

• Option A: During the term of this Agreement and for a period of [Number] years thereafter, neither Party shall solicit or attempt to solicit for employment any employee of the other Party without the prior written consent of the other Party. (Note: This clause is subject to South Carolina’s laws regarding restrictive covenants and wage payment).
• Option B: This Agreement shall not restrict the ability of either party to solicit or hire the other party's employees.

14. No Partnership or Joint Venture

Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.

15. Permitted Communications

Neither Party shall make any public announcement or press release relating to the subject matter of this Agreement without the prior written consent of the other Party.

16. 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.

17. 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.

18. Amendment

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

19. Counterparts and Electronic Signatures

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 shall be deemed valid and binding under South Carolina's Uniform Electronic Transactions Act (S.C. Code Ann. § 26-6-10 et seq.).

20. Consultation with Counsel

Each Party acknowledges that it has had the opportunity to consult with legal counsel of its choice prior to signing this Agreement.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]