Utah mutual nda template

Utah Mutual Nondisclosure Agreement

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

[Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Address] ("Disclosing Party"); and

[Receiving Party Name], a [State] [Entity Type] with its principal place of business at [Address] ("Receiving Party").

WHEREAS, Disclosing Party and Receiving Party desire to engage in discussions regarding a potential [Nature of Business Relationship, e.g., joint venture, business opportunity]; and

WHEREAS, in connection with such discussions, each party may disclose to the other certain confidential and proprietary information that each considers valuable and confidential.

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

Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by either party to the other, whether orally, visually, in writing, electronically, or in any other form, 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, trade secrets as defined by the Utah Uniform Trade Secrets Act (UTSA), business plans, proprietary processes, product designs, customer and supplier lists, financial records, employee information, technical data, marketing strategies, software code, know-how, inventions, contracts, nonpublic communications.

Option B: "Confidential Information" means any and all information that the Disclosing Party designates as confidential, whether in writing or orally, and regardless of whether such information is patentable or copyrightable.

Exclusions from Confidential Information

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

• Was already known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality.
• 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 without any obligation of confidentiality.
• Is or becomes publicly available through no fault of the Receiving Party.
• Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Option B: Confidential Information excludes only information that is already in the public domain.

Use of Confidential Information

Option A: The Receiving Party agrees to use the Confidential Information solely for the purpose of [Specific Purpose, e.g., evaluating the proposed business relationship] (the "Purpose") and shall not use the Confidential Information for any other purpose whatsoever.

Option B: The Receiving Party shall use Confidential Information only to further the business relationship between the parties.

Protection of Confidential Information

Option A: The Receiving Party agrees to protect the Confidential Information from unauthorized disclosure by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. For trade secrets, the Receiving Party agrees to use no less than the degree of care used to protect its own trade secrets.

Option B: The Receiving Party shall keep the Confidential Information secret and confidential.

Permitted Disclosure

Option A: The Receiving Party may disclose the Confidential Information only to its employees, agents, and contractors who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its employees, agents, or contractors.

Option B: Disclosure is only permitted to employees who have a need to know, and only after the employees sign confidentiality agreements.

Term and Termination

Option A: This Agreement shall commence on the date first written above and shall continue until [Date or Event, e.g., termination of discussions]. The obligation to protect trade secrets shall continue as long as the information remains a trade secret. The obligation to protect other Confidential Information shall survive for a period of [Number] years after the termination of this Agreement.

Option B: This agreement is effective from today’s date and lasts for [Number] years.

Return or Destruction of Confidential Information

Option A: Upon the written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control, including all electronic copies. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this obligation.

Option B: All documents must be returned immediately upon termination.

Unauthorized Disclosure

Option A: The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information. The Receiving Party shall cooperate with the Disclosing Party in any effort to mitigate the effects of such unauthorized use or disclosure.

Option B: Any breach must be immediately reported.

Remedies

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, in addition to any other remedies available at law or in equity, to enforce the provisions of this Agreement. This includes the right to seek injunctive relief under Utah law, even in the absence of demonstrable damages. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

Option B: The injured party is entitled to legal and equitable relief.

Governing Law and Venue

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County] County, Utah, and the parties hereby consent to the exclusive jurisdiction and venue of such courts.

Option B: Utah law governs and Utah courts have jurisdiction.

Integration Clause

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 is the entire agreement.

Amendment

Option A: This Agreement may be amended only by a written instrument signed by both parties.

Option B: Amendments must be in writing.

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: Waivers must be written.

Severability

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

Option B: Invalid provisions do not affect the rest of the agreement.

Counterparts

Option A: 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 originals and shall be accepted in accordance with the Utah Uniform Electronic Transactions Act.

Option B: This agreement can be signed in separate parts and signatures can be electronic.

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]