South Carolina partnership nda template

South Carolina Partnership Non-Disclosure Agreement

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

• [Partner 1 Legal Name], a [Entity Type] with its registered office at [Partner 1 Address], represented by [Partner 1 Representative Name], hereinafter referred to as "Partner 1,"
• and
• [Partner 2 Legal Name], a [Entity Type] with its registered office at [Partner 2 Address], represented by [Partner 2 Representative Name], hereinafter referred to as "Partner 2,"
• and
• [Partner 3 Legal Name (if applicable)], a [Entity Type] with its registered office at [Partner 3 Address], represented by [Partner 3 Representative Name], hereinafter referred to as "Partner 3." (Repeat as necessary)

WHEREAS, Partner 1, Partner 2, and [etc.] are engaged in a partnership or joint venture (the "Partnership") for [Partnership Purpose]. This Agreement is supplemental to the Partnership agreement or formation documents dated [Date of Partnership Agreement].

WHEREAS, in connection with the Partnership, the Parties may disclose to each other certain confidential information that each party desires to protect from unauthorized use and disclosure.

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

Confidential Information

• Option A: "Confidential Information" shall mean any and all information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, that relates to the Disclosing Party’s business, including, but not limited to:
  • Business plans
  • Partnership financials
  • Proprietary methods
  • Undisclosed partner contributions
  • Client and supplier information specific to the joint operation
  • Intellectual property developed before and during the partnership
  • Marketing strategies
  • Internal policies and procedures
  • Non-public correspondence
  • Negotiation materials
  • Meeting minutes
  • Project proposals
  • Partnership agreements
  • Valuation data
  • Partnership-specific operational or strategic information.
• Option B: "Confidential Information" shall be limited to the following categories of information: [List specific categories of confidential information].

Exclusions from Confidential Information

• Option A: The obligations of this Agreement shall not apply to information that:
  • Is or becomes publicly available other than as a result of a disclosure by the Receiving Party in violation of this Agreement.
  • Was lawfully obtained by the Receiving Party from a third party without restriction on disclosure.
  • Was already in the Receiving Party’s possession prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.
  • Is disclosed by the Receiving Party with the Disclosing Party’s prior written consent.
  • Is required to be disclosed pursuant to a court order, subpoena, or applicable South Carolina law, provided that the Receiving Party gives the Disclosing Party prompt written notice of such required disclosure, unless prohibited by law.
• Option B: Add the following exclusion: Information independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Permitted Use

• Option A: The Receiving Party shall use the Confidential Information solely for the purposes of [State permitted purposes, e.g., furtherance of the Partnership objectives, management, due diligence, regulatory compliance].
• Option B: The Receiving Party shall not use the Confidential Information for any purpose other than as expressly authorized in writing by the Disclosing Party.

Protection of Confidential Information

• Option A: The Receiving Party shall protect the confidentiality of the Confidential Information using all legally reasonable and appropriate safeguards under South Carolina law, including but not limited to:
  • Internal access controls
  • Digital and physical security procedures
  • Encryption
  • Restricted transmission
  • Procedures for handling written and oral disclosures.
• Option B: The Receiving Party agrees to protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

Disclosure to Third Parties

• Option A: The Receiving Party may disclose Confidential Information to its staff, agents, contractors, attorneys, or advisors (collectively, "Representatives") who have a need to know the information for the Permitted Use, provided that such Representatives are bound by written confidentiality obligations at least as protective as those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.
• Option B: The Receiving Party shall obtain written consent from the Disclosing Party prior to disclosing Confidential Information to any third party.

Notification and Documentation of Disclosures

• Option A: Any permitted disclosure to third parties (such as accountants, regulatory bodies, or legal counsel) requires:
  • Verification that nondisclosure obligations are passed on by written agreement to all such recipients.
  • Maintenance of records of such disclosures, including recipient identity, date, and scope of disclosure.
• Option B: All requests to disclose Confidential Information to third parties must be submitted to the Disclosing Party for approval, providing detailed reasons for the request.

Term

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of disclosure of the Confidential Information.
• Option B: With respect to trade secrets as defined under the South Carolina Trade Secrets Act, the obligations of confidentiality shall continue indefinitely.

Return or Destruction of Confidential Information

• Option A: Upon the dissolution of the Partnership, completion of the project, or at the written request of the Disclosing Party, the Receiving Party shall promptly return or certify the destruction of all Confidential Information, including all copies, notes, and derivative works, in its possession or control.
• Option B: The Receiving Party may retain one archival copy of the Confidential Information solely for legal compliance purposes, subject to the confidentiality obligations of this Agreement.

Notification of Unauthorized Disclosure

• Option A: The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized disclosure, loss, or breach of confidentiality of the Confidential Information and shall cooperate fully with the Disclosing Party in investigating and remedying such breach.
• Option B: Notification must include a detailed description of the breach, including the nature of the Confidential Information disclosed, the identity of the unauthorized recipient, and the steps taken to mitigate the damage.

Remedies for Breach

• Option A: The Parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief and specific performance in addition to any other remedies available at law or equity, including actual and consequential damages and recovery of attorney's fees and costs as permitted by South Carolina law.
• Option B: The non-breaching partner(s) shall be entitled to obtain temporary or permanent restraining orders in competent South Carolina courts to prevent further breach of this agreement.

Governing Law and Jurisdiction

• Option A: 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 [Specify South Carolina County] County, South Carolina.
• Option B: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association in South Carolina.

Compliance with South Carolina Statutes

• Option A: This Agreement is intended to comply with all relevant South Carolina statutes, including the South Carolina Trade Secrets Act, Uniform Partnership Act (where applicable), and any industry-specific regulations or privacy/data protection laws applicable to Partnership activities.
• Option B: This Agreement shall be interpreted in a manner that is consistent with South Carolina law regarding the enforceability of non-disclosure agreements between partners, including the requirements of reasonable duration, scope, and geographic limitations.

Partnership Customs

• Option A: All partners owe and benefit from the confidentiality obligations outlined in this NDA. This NDA may be amended only by a written instrument executed by all partners.
• Option B: In the event of partnership reorganization, merger, withdrawal, or buyout, the rights and obligations under this Agreement may be assigned or transferred only with the written consent of all parties.

Representations and Warranties

• Option A: Each Party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.
• Option B: If a Party is an entity, it represents and warrants that the person signing this Agreement on its behalf is duly authorized to do so.

Severability

• Option A: 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.
• Option B: The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

No Waiver

• Option A: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Option B: The failure to exercise any right under this Agreement shall not operate as a waiver of such right.

Entire Agreement

• 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 may be modified only by a written instrument signed by all Parties.

Industry-Specific Addendum (Optional)

If the Partnership operates in a regulated sector such as healthcare, legal, finance, or other sensitive fields governed by South Carolina or federal data protection/data handling requirements, the following addendum shall apply: [Insert Industry-Specific Addendum Here]

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

[Partner 1 Legal Name]

By: [Partner 1 Representative Name]

Title: [Partner 1 Representative Title]

[Partner 2 Legal Name]

By: [Partner 2 Representative Name]

Title: [Partner 2 Representative Title]

[Partner 3 Legal Name (if applicable)]

By: [Partner 3 Representative Name]

Title: [Partner 3 Representative Title]

(Repeat as necessary)