South Carolina nda template

South Carolina Non-Disclosure Agreement

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

• [Disclosing Party Name], a [Entity Type, e.g., Corporation, Individual] with its principal place of business at [Disclosing Party Address], phone number [Disclosing Party Phone], and email address [Disclosing Party Email], hereinafter referred to as "Disclosing Party,"
• and
• [Receiving Party Name], a [Entity Type, e.g., Corporation, Individual] with its principal place of business at [Receiving Party Address], phone number [Receiving Party Phone], and email address [Receiving Party Email], hereinafter referred to as "Receiving Party."

Definition of Confidential Information:

• Option A: "Confidential Information" shall mean any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally or in written, electronic, or other form, including, but not limited to:
  • Trade secrets
  • Business plans
  • Technical data
  • Financial information
  • Customer lists
  • Any other proprietary or non-public data
• Option B: "Confidential Information" shall mean only that information which is clearly marked as "Confidential" at the time of disclosure.
• Option C: "Confidential Information" means all information relating to [Specific Project/Information].

Exclusions from Confidential Information:

• Information that is already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• Information that is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party's written records.
• Information that is or becomes publicly available through no wrongful act or breach of this Agreement by the Receiving Party.
• Information that is rightfully received by the Receiving Party from a third party without any duty of confidentiality to the Disclosing Party.

Purpose of Disclosure:

• Option A: The Receiving Party may use the Confidential Information solely for the purpose of [Describe Purpose, e.g., evaluating a potential business transaction].
• Option B: The Receiving Party may use the Confidential Information for any legitimate business purpose.
• Option C: The Confidential Information shall be used for no other purpose than [State Purpose].

Type of Agreement:

• Option A: Mutual NDA. Both parties may disclose Confidential Information to each other.
• Option B: Unilateral NDA. Only the Disclosing Party is disclosing Confidential Information.
• Option C: Multilateral NDA. The Disclosing Party discloses Confidential Information to multiple Receiving Parties. ([List Receiving Parties if applicable])

Obligations of Receiving Party:

• The Receiving Party shall protect the Confidential Information from unauthorized use, dissemination, or disclosure.
• The Receiving Party shall use the Confidential Information only for the Purpose stated in this Agreement.
• The Receiving Party shall take reasonable steps to protect the confidentiality of the Confidential Information, but not less than the degree of care used to protect its own similar confidential information.
• The Receiving Party shall limit access to the Confidential Information to those of its employees, contractors, and agents who have a need to know for the Purpose stated herein and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
• The Receiving Party shall immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information.

Return or Destruction of Confidential Information:

• Option A: Upon the Disclosing Party’s written request, the Receiving Party shall promptly return all Confidential Information, including all copies, summaries, and extracts thereof, to the Disclosing Party.
• Option B: Upon the Disclosing Party’s written request, the Receiving Party shall promptly destroy all Confidential Information, including all copies, summaries, and extracts thereof, and shall certify such destruction in writing to the Disclosing Party.
• Option C: Upon termination of this Agreement, the Receiving Party shall return or destroy the Confidential Information as described above.
• Notwithstanding the foregoing, the Receiving Party may retain one (1) copy of the Confidential Information for archival purposes or to comply with applicable legal or regulatory requirements, provided that such retained Confidential Information shall remain subject to the terms of this Agreement.

Exceptions to Confidentiality:

• The Receiving Party may disclose Confidential Information if required to do so by law, regulation, subpoena, or court order.
• Prior to making any such disclosure, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.
• If a protective order or other remedy is not obtained, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed.

Term:

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of disclosure.
• Option B: The obligations of confidentiality under this Agreement shall continue indefinitely with respect to trade secrets.
• Option C: This Agreement shall commence on the Effective Date and shall continue until [Date].

Remedies for Breach:

• 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.
• The Receiving Party shall be liable for all monetary damages sustained by the Disclosing Party as a result of any breach of this Agreement.
• The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

Governing Law and Jurisdiction:

• 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.
• 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 Name] County, South Carolina.
• Option A: Any dispute arising from this agreement shall be settled by arbitration in [City, State] in accordance with the rules of the American Arbitration Association.
• Option B: The parties agree to first attempt to resolve any dispute through mediation, prior to initiating litigation.

South Carolina Specific Considerations:

• The parties acknowledge that South Carolina courts may scrutinize the reasonableness of the scope and duration of this Agreement, particularly if it applies to an employee or contractor. The parties intend that the scope and duration of this Agreement be reasonable under the circumstances.
• Nothing in this Agreement shall be construed to prevent either party from complying with applicable South Carolina laws or regulations.

Other Agreements:

• Option A: 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 B: This Agreement is supplemental to any existing agreements between the parties.

Signatures:

____________________________
[Disclosing Party Name]

By: _________________________
[Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

____________________________
[Receiving Party Name]

By: _________________________
[Receiving Party Representative Name]

Title: [Receiving Party Representative Title]

Representations and Warranties (Optional):

• Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
• The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to the Receiving Party.

Amendment and Termination:

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

Additional Notifications (Optional):

• The Receiving Party shall provide the Disclosing Party with written notice of any intended publication or presentation of information related to the Confidential Information at least [Number] days prior to such publication or presentation.

Indemnification (Optional):

• The Receiving Party shall indemnify and hold harmless the Disclosing Party from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to any breach of this Agreement by the Receiving Party.

Limits on Liability (Optional):

• In no event shall either party be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement.

Audit (Optional):

• The Disclosing Party shall have the right, upon reasonable notice, to audit the Receiving Party's compliance with the terms of this Agreement.

Electronic Signature Consent:

• The parties agree that this Agreement may be executed by electronic signature, which shall be considered valid and binding as an original signature.

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, or sent by reputable overnight courier service to the addresses set forth above.