Utah nda template

Utah Non-Disclosure Agreement

Parties

Disclosing Party: [Entity/Individual Type] [Name], located at [Address] ("Discloser")

Receiving Party: [Entity/Individual Type] [Name], located at [Address] ("Recipient")

Date and Purpose

Date of Agreement: [Date]

Purpose: To protect confidential information shared between the parties for the purpose of: [Description of Purpose]

Type of Agreement:

Option A: Mutual (Bilateral) – Both parties disclose confidential information to each other.

Option B: Unilateral (One-Way) – Only the Discloser shares confidential information with the Recipient.

Definition of Confidential Information

Confidential Information includes, but is not limited to: [List of Information Types, e.g., written, oral, electronic, technical, business, proprietary, customer lists, trade secrets].

Specific confidential items include: [Specific Items]

Option A: Shall exclude any source code or executable code of any Discloser software program.

Option B: Shall not exclude any source code or executable code of any Discloser software program.

Exclusions from Confidentiality

The obligations of confidentiality do not apply to information that:

Is or becomes publicly known through no fault of the Recipient.

Was rightfully in the Recipient's possession before disclosure by the Discloser.

Is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

Is rightfully received by the Recipient from a third party without a duty of confidentiality.

Is required to be disclosed by law or court order, subject to Section 5.

Recipient's Obligations

The Recipient agrees to:

Protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of similar nature, but no less than reasonable care.

Limit access to the Confidential Information to its employees, agents, or representatives who have a need to know for the Purpose identified in Section 2 and who are bound by confidentiality obligations at least as protective as those contained herein.

Not use the Confidential Information for any purpose other than the Purpose identified in Section 2.

Option A: Upon the Discloser's written request, promptly return all Confidential Information and all copies thereof to the Discloser, or destroy such materials and certify such destruction in writing to the Discloser.

Option B: Upon termination of agreement, promptly return all Confidential Information and all copies thereof to the Discloser, or destroy such materials and certify such destruction in writing to the Discloser.

Notify the Discloser immediately upon discovery of any unauthorized use or disclosure of the Confidential Information.

If compelled by law or court order to disclose Confidential Information, the Recipient shall provide the Discloser with prompt written notice to allow the Discloser to seek a protective order or other appropriate remedy (if time permits).

Permitted Use

The Recipient shall use the Confidential Information solely for the Purpose outlined in Section 2.

Option A: The Recipient shall not disclose the Confidential Information to any third party without the Discloser's prior written consent.

Option B: The Recipient may disclose the Confidential Information to its affiliates and consultants who have a need to know for the Purpose and are bound by confidentiality obligations at least as protective as those contained herein.

For disclosure to authorized persons, the Recipient must obtain signed acknowledgements of confidentiality in a form acceptable to the Discloser.

Term

This Agreement shall commence on the date first written above and continue for a period of [Number] years.

The obligation to protect Confidential Information shall continue for [Number] years following the termination of this Agreement.

Option A: Indefinitely.

Remedies for Breach

The Discloser shall be entitled to:

Injunctive relief to prevent or restrain any further breach or threatened breach of this Agreement.

Damages for any losses or expenses incurred as a result of a breach of this Agreement.

Option A: Specific performance of this Agreement.

Option B: All equitable remedies.

Option C: Recovery of reasonable attorney's fees and costs incurred in enforcing this Agreement.

Non-Disclosure of Agreement

Option A: The Recipient shall not disclose the existence or terms of this Agreement to any third party without the Discloser's prior written consent.

Option B: This agreement may be disclosed.

Governing Law and Jurisdiction

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 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], Utah.

Option A: Enforcement location is [State].

Severability

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 A: Omit severability clause.

Assignment

This Agreement shall not be assigned by either party without the prior written consent of the other party.

Option A: This agreement shall automatically be assigned upon a change of control.

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.

Option A: Omit the entire agreement clause.

Amendment

This Agreement may be amended only by a writing signed by both parties.

Option A: Amendments require consent from both parties.

Option B: Amendment may be performed through electronic signature.

Execution and Signatures

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.

Option A: Digital signatures shall be valid and binding.

Option B: Electronic execution of this agreement is permitted.

Discloser Signature: ____________________________

Name: [Discloser Name]

Title: [Discloser Title]

Recipient Signature: ____________________________

Name: [Recipient Name]

Title: [Recipient Title]

Utah-Specific Provisions

Option A: Employee NDAs: The parties acknowledge that, under Utah law, covenants restricting an employee's ability to disclose confidential information or solicit clients after termination of employment may be subject to heightened scrutiny and may be unenforceable if they are overly broad or unreasonably restrain trade.

Option B: Utah Uniform Trade Secrets Act: Any covenant not to disclose or use trade secrets after termination of employment is subject to the Utah Uniform Trade Secrets Act.

Option C: Utah Whistleblower Protections: Nothing in this Agreement shall be construed to prevent the Recipient from reporting suspected violations of law or regulation to government authorities, as protected by Utah law.

Option D: Attorney's Fees: If this Agreement provides for the recovery of attorney's fees by the prevailing party in any legal action, such recovery shall be subject to the limitations and requirements of Utah law.

Option E: This NDA shall not unreasonably restrain trade or violate Utah's employment statutes.