Tennessee partnership nda template

Tennessee Partnership Non-Disclosure Agreement

This Tennessee Partnership Non-Disclosure Agreement (this “Agreement”) is made and effective as of [Date] by and between:

[Partner A Name], a [Partner A Entity Type] with a principal place of business at [Partner A Address] (“Partner A”),

and

[Partner B Name], a [Partner B Entity Type] with a principal place of business at [Partner B Address] (“Partner B”).

Partner A and Partner B are individually referred to as "Party" and collectively referred to as "Parties".

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any and all information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form, whether oral, written, electronic, or other tangible form, relating to the Disclosing Party’s business, including but not limited to:

• Partnership Business Plans
• Financial Statements and Projections
• Proprietary Methodologies
• Customer or Vendor Lists
• Trade Secrets
• Technical Know-How
• Partnership Agreements
• Marketing Strategies
• Partnership Intellectual Property
• Operational, Investment, or Management Information

This definition also extends to any information derived from or based upon such information.

Option A: All information disclosed prior to the effective date of this Agreement is also considered Confidential Information.

Option B: Certain information shall be designated as "Highly Confidential" and afforded a higher degree of protection as agreed to in writing by both parties.

2. Exclusions from Confidential Information

Confidential Information does not include information that the Receiving Party can demonstrate:

• Is or becomes publicly known through no fault of the Receiving Party.
• Is already lawfully known to the Receiving Party without an obligation of confidentiality prior to its disclosure by the Disclosing Party.
• Is lawfully received from a third party who has the right to disclose it without any obligation of confidentiality.
• Is required to be disclosed by Tennessee or federal law, regulation, court order, or governmental authority.

Option A: Receiving Party must provide prompt written notice to the Disclosing Party prior to such disclosure to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Option B: Receiving Party shall cooperate with the Disclosing Party in seeking a protective order or other remedy.

3. Use and Non-Disclosure

The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating and engaging in the proposed partnership collaboration (the “Purpose”). The Receiving Party shall not:

• Use the Confidential Information for its own personal benefit or for any purpose other than the Purpose.
• Disclose, reproduce, sell, transfer, or assign the Confidential Information to any third party without the prior written consent of the Disclosing Party.

Option A: The Receiving Party may disclose Confidential Information to its employees, consultants, and legal counsel who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Option B: Prior to disclosing Confidential Information to employees, consultants or legal counsel, the Receiving Party shall provide written notice to the Disclosing Party identifying each such person.

4. Protection of Confidential Information

The Receiving Party agrees to protect the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable standard of care, including:

• Implementing reasonable administrative, technical, and physical safeguards to prevent unauthorized access, use, or disclosure.
• Maintaining internal management and access controls to limit access to Confidential Information.
• Utilizing encryption for electronic storage and communications containing Confidential Information.
• Ensuring the security of electronic and paper records containing Confidential Information.

5. Electronically Stored Information

The Receiving Party shall take reasonable measures to protect Confidential Information stored electronically, including:

• Implementing appropriate password protection and access controls.
• Regularly backing up data and storing backups securely.
• Using secure communication channels for transmitting Confidential Information.

6. Reporting Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any unauthorized disclosure, access, loss, or suspected breach of confidentiality relating to the Confidential Information. The Receiving Party shall fully cooperate with the Disclosing Party in investigating and mitigating any such event.

7. Return or Destruction of Confidential Information

Upon termination of the partnership or upon the Disclosing Party’s request, the Receiving Party shall promptly:

• Return to the Disclosing Party all copies or extracts of the Confidential Information in its possession or control.
• Alternatively, at the Disclosing Party’s option, irreversibly destroy all copies or extracts of the Confidential Information, including electronic backups and records.

Option A: The Receiving Party shall provide written certification of such destruction to the Disclosing Party.

Option B: The Receiving Party may retain one copy of the Confidential Information for archival purposes, subject to the confidentiality obligations set forth in this Agreement.

8. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue:

• For the duration of the partnership.
• Plus [Number] years following termination of the partnership.

Option A: With respect to Trade Secrets, the obligations of confidentiality shall continue perpetually, consistent with the Tennessee Uniform Trade Secrets Act (T.C.A. § 47-25-1701 et seq.).

Option B: The obligations of confidentiality shall terminate automatically upon the fifth anniversary of the termination of the partnership.

9. Remedies for Breach

The Parties agree that any breach of this Agreement would cause irreparable harm to the Disclosing Party. In the event of a breach or threatened breach by the Receiving Party, the Disclosing Party shall be entitled to:

• Specific performance.
• Injunctive relief.
• Compensatory damages for any economic harm suffered by the Disclosing Party.

Option A: The Parties agree that in addition to actual damages, the Disclosing Party shall be entitled to liquidated damages in the amount of [Dollar Amount].

Option B: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

10. Equitable Relief

The Parties acknowledge that, in the event of a breach or threatened breach of this Agreement, the Disclosing Party may suffer irreparable harm that cannot be adequately compensated by monetary damages alone. Therefore, in addition to any other remedies available at law or equity, the Disclosing Party shall be entitled to seek injunctive relief and specific performance to prevent or restrain any violation of this Agreement.

11. Dispute Resolution

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

• First, the Parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the Parties shall attempt to resolve the dispute through mediation administered by a mutually agreeable mediator in [City, Tennessee].
• If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the Tennessee Uniform Arbitration Act.

Option A: The arbitration shall be conducted by a single arbitrator appointed by [Arbitration Organization].

Option B: The arbitration shall be conducted in [City, Tennessee].

12. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles. The exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Tennessee.

13. Independent Contractor/Partnership Status

The Parties acknowledge and agree that their relationship is that of independent contractors or partners, and nothing in this Agreement shall be construed to create an employment, agency, or joint venture relationship between them, except as expressly set forth in the broader partnership agreement between the Parties.

14. Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both Parties.

15. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Assignment

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

18. 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.

19. Special Tennessee Industry Regulations

Option A: If the Confidential Information involves protected health information, the Parties agree to comply with the Health Insurance Portability and Accountability Act (HIPAA) and related Tennessee regulations.

Option B: If the Confidential Information involves financial data, the Parties agree to comply with relevant state and federal banking and securities laws.

20. Acknowledgement of Legal Advice

Each Party acknowledges that it has had the opportunity to seek independent legal advice regarding the terms and conditions of this Agreement.

21. Compliance with Tennessee Law

The Parties agree to comply with the Tennessee Uniform Trade Secrets Act (T.C.A. § 47-25-1701 et seq.) and all other applicable Tennessee laws and regulations.

22. Partnership-Specific Provisions

Option A: Access to Confidential Information by a Partner’s employees, consultants, or affiliates shall be subject to written confidentiality agreements with obligations as binding as this NDA, and each Partner shall be responsible for any breach by such third parties.

Option B: The confidentiality obligations of this NDA shall survive any dissolution and winding-up of the partnership, with each partner retaining responsibility for safeguarding Confidential Information post-dissolution.

23. Integration with Other Agreements

Option A: This NDA is integrated with and governed by the terms of the broader Partnership Agreement dated [Date]. In case of a conflict between the two agreements, the Partnership Agreement shall control.

Option B: This NDA shall take precedence over any conflicting terms in the Partnership Operating Agreement with regard to the use and protection of Confidential Information.

24. Records Retention and Audit

The Parties shall maintain accurate records relating to the handling of Confidential Information as required by applicable Tennessee law and shall cooperate with any audits to verify compliance with this Agreement.

25. Cross-Border Issues

This Agreement shall be governed by the laws of the State of Tennessee, even if the partnership operations or Confidential Information cross state borders.

26. Ownership of Confidential Information

The Parties agree that all Confidential Information shall remain the exclusive property of the Disclosing Party or the partnership, even after termination of this Agreement or the partnership relationship.

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

[Partner A Name]

By: [Name]

Title: [Title]

[Partner B Name]

By: [Name]

Title: [Title]