South Dakota partnership nda template

South Dakota Partnership Non-Disclosure Agreement

This South Dakota Partnership Non-Disclosure Agreement (the "Agreement") is made and effective as of this [Effective Date], by and between:

• [Partner A Full Legal Name], a [General/Limited] partnership organized under the laws of South Dakota, with a registered business address at [Partner A Registered Business Address] ("Partner A"),

and

• [Partner B Full Legal Name], a [General/Limited] partnership organized under the laws of South Dakota, with a registered business address at [Partner B Registered Business Address] ("Partner B").

1. Definition of Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by one partner (the "Disclosing Partner") to the other partner (the "Receiving Partner"), 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. This includes, but is not limited to: proprietary financial data, partnership agreements, client and vendor lists, trade secrets, operational practices, business strategies, intellectual property, partnership capital contributions, plans for merger or dissolution, internal communications, attorney-client privileged information shared as partners, and any technology, processes, or information disclosed during collaborative operations, joint ventures, or service relationships.
• Option B: "Confidential Information" encompasses all non-public information related to the partnership’s business, including but not limited to financial statements, customer data, pricing strategies, product designs, marketing plans, and intellectual property, regardless of whether such information is marked as confidential.

2. Exclusions from Confidential Information

• Option A: 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 a disclosure by the Receiving Partner in violation of this Agreement;
  • was already known to the Receiving Partner prior to its disclosure by the Disclosing Partner, as evidenced by written documentation;
  • is rightfully received by the Receiving Partner from a third party who is not under any obligation of confidentiality to the Disclosing Partner; or
  • is required to be disclosed by law or by order of a court or governmental agency, provided that the Receiving Partner gives the Disclosing Partner prompt written notice of such requirement (unless prohibited by law) and cooperates with the Disclosing Partner in seeking a protective order or other appropriate remedy.
• Option B: "Confidential Information" does not include information that can be demonstrated to have been independently developed by the Receiving Partner, or information approved for release by written consent of the Disclosing Partner.

3. Use and Non-Disclosure of Confidential Information

• Option A: The Receiving Partner shall use the Confidential Information solely for the purpose of [Specify the Partnership Purpose]. The Receiving Partner shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Partner. The Receiving Partner shall protect the Confidential Information from unauthorized disclosure in the same manner as it protects its own confidential information of similar nature, but in no event using less than reasonable care.
• Option B: Confidential Information must be kept secure and may only be accessed by employees, agents, or contractors on a strict need-to-know basis who are also bound by confidentiality obligations no less restrictive than those contained herein. The Receiving Partner may not exploit the Confidential Information for personal gain or to benefit any other entity or person other than in furtherance of the Partnership’s objectives.

4. Care and Security of Confidential Information

• Option A: The Receiving Partner shall take all reasonable steps to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to:
  • Storing Confidential Information in a secure location.
  • Protecting electronic data with passwords and encryption.
  • Limiting access to Confidential Information to those employees, agents, and subcontractors who have a need to know the information for the Purpose.
  • Implementing appropriate data security measures to prevent unauthorized access, use, or disclosure of the Confidential Information.
• Option B: Confidential information, whether in tangible or electronic form, shall be clearly labeled as confidential. All hard copies must be kept locked when unattended, and all electronic files must be protected by strong passwords and secured against unauthorized access. The Receiving Partner is responsible for ensuring all employees and agents are properly trained in confidentiality protocols.

5. Duration of Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall continue during the term of the partnership and for a period of [Number] years after the termination of the partnership.
• Option B: With respect to trade secrets as defined under South Dakota law (SDCL § 37-29), the obligations of confidentiality under this Agreement shall continue perpetually. With respect to all other Confidential Information, the obligations of confidentiality shall continue for [Number] years after the termination of the partnership.

6. Return or Destruction of Confidential Information

• Option A: Upon termination of the partnership or upon the Disclosing Partner’s written request, the Receiving Partner shall promptly return to the Disclosing Partner all Confidential Information in its possession or control, including all copies, extracts, or other reproductions thereof. Alternatively, at the Disclosing Partner's option, the Receiving Partner shall destroy all such Confidential Information and certify in writing to the Disclosing Partner that such destruction has been completed.
• Option B: The Receiving Partner must provide certification of complete destruction of all Confidential Information within [Number] days of written request from the Disclosing Partner or upon termination of the partnership, whichever occurs first.

7. Notification of Unauthorized Disclosure

• Option A: The Receiving Partner shall immediately notify the Disclosing Partner in writing upon discovery of any unauthorized access, use, or disclosure of the Confidential Information and shall cooperate with the Disclosing Partner in taking all reasonable steps to mitigate the damage caused by such unauthorized access, use, or disclosure.
• Option B: In the event of a suspected data breach involving Confidential Information, the Receiving Partner must, in addition to immediate notification, comply with all applicable provisions of South Dakota's data breach notification statutes (SDCL §§ 22-40-19 to 22-40-26).

8. Remedies for Breach

• Option A: The parties agree that any breach of this Agreement may cause irreparable harm to the Disclosing Partner for which monetary damages may be inadequate. Accordingly, the Disclosing Partner shall be entitled to seek injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity, including specific performance and monetary damages.
• Option B: In addition to injunctive relief, the Disclosing Partner shall be entitled to recover its reasonable attorney's fees and costs incurred in enforcing this Agreement, as well as indemnification for all losses, liabilities, and expenses incurred as a result of the breach. Liquidated damages are agreed to be [Dollar Amount] in the event of unauthorized disclosure, however, such sum must be deemed reasonably proportional to the harm caused and enforceable under South Dakota law.

9. Governing Law and Venue

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, 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 Dakota.
• Option B: The parties agree to submit any dispute arising out of or relating to this Agreement to binding arbitration in South Dakota in accordance with the rules of the American Arbitration Association. Negotiation or mediation is encouraged as a first step to resolve any disputes before commencing arbitration or legal action.

10. Severability

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement 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 original intent of the parties.

11. Amendment

• Option A: This Agreement may be amended only by a written instrument signed by both parties.
• Option B: No modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by all partners.

12. Third-Party Access

• Option A: The Receiving Partner may disclose Confidential Information to its accountants, attorneys, and other professional advisors who have a need to know the information for the Purpose, provided that such advisors are bound by confidentiality obligations no less restrictive than those contained herein.
• Option B: Any third-party access to Confidential Information must be pre-approved in writing by the Disclosing Partner, and such third parties must execute a separate confidentiality agreement with the Disclosing Partner.

13. Authority

• Option A: Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
• Option B: The signatories to this Agreement represent and warrant that they are duly authorized to bind their respective partnerships.

14. Compliance with Laws

• Option A: Each party agrees to comply with all applicable laws and regulations, including but not limited to South Dakota’s Uniform Trade Secrets Act (SDCL § 37-29) and all applicable data privacy laws.
• Option B: The partnership will comply with all applicable South Dakota and U.S. laws and regulations, including data privacy, intellectual property, and business practices law (including but not limited to SDCL § 37-29, Uniform Trade Secrets Act, and unfair competition statutes).

15. Termination

• Option A: This Agreement shall terminate upon the dissolution of the partnership, subject to the survival of the confidentiality obligations as set forth in Section 5.
• Option B: In the event of expulsion, withdrawal, admission of new partners, sale, or merger, the confidentiality obligations of this Agreement shall survive and apply to all partners as dictated by South Dakota partnership law.

16. Intellectual Property

• Option A: Any intellectual property created jointly by the partners during the term of the partnership shall be owned by the partnership, and the partners shall execute any documents necessary to assign such intellectual property to the partnership. Licensing rights will be determined as per the partnership agreement.
• Option B: The ownership and licensing of any joint intellectual property will be governed by a separate agreement to be negotiated and executed by the partners.

17. Client Confidentiality

• Option A: All Confidential Information of clients or customers received by the partnership in the course of business shall be handled in accordance with applicable client confidentiality rules and any industry-specific South Dakota or federal requirements (e.g., HIPAA if applicable).
• Option B: In situations where industry regulations dictate specific confidentiality obligations (e.g., healthcare, finance), these regulations will supersede any less stringent provisions of this Agreement.

18. No Waiver

• Option A: No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
• Option B: The provisions of the South Dakota Uniform Partnership Act modifying default partnership duties are not overridden by this NDA, and failure to enforce any provision herein does not constitute a waiver.

19. New Partners

• Option A: Any new partner admitted to the partnership shall become a party to this Agreement and shall be bound by all of its terms and conditions upon execution of a joinder agreement.
• Option B: Outgoing partners shall remain obligated under the terms of this Agreement, even after their departure from the partnership, as provided by applicable South Dakota partnership law.

20. Assignment

• Option A: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.
• Option B: Neither party may assign its rights or obligations under this NDA without the express written consent of all other partners.

21. Injunctive Relief

• Option A: The parties acknowledge that any unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Disclosing Partner, and the Disclosing Partner shall be entitled to seek injunctive relief to prevent such unauthorized disclosure or use, in addition to any other remedies available at law or in equity.
• Option B: Considering the potential for irreparable harm caused by misappropriation or anticipated breaches, the partnership retains the right to pursue immediate injunctive relief under South Dakota law.

22. Industry-Specific Compliance

• Option A: If the partnership operates in a regulated industry, such as [Specify Industry], the parties agree to comply with all applicable industry-specific regulations and requirements.
• Option B: The partnership will maintain all necessary licenses and certifications required to operate in compliance with South Dakota and federal regulations applicable to its industry.

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

[Partner A Full Legal Name]

By: [Partner A Authorized Representative Name]

Title: [Partner A Authorized Representative Title]

[Partner B Full Legal Name]

By: [Partner B Authorized Representative Name]

Title: [Partner B Authorized Representative Title]