Utah partnership nda template

Utah Partnership Non-Disclosure Agreement

This Utah Partnership Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date], by and among the following parties:

• [Partner 1 Legal Name], a [Business Entity Type, e.g., Limited Liability Company], with a registered address at [Registered Address], and contact details at [Phone Number] and [Email Address] ("Partner 1").
• [Partner 2 Legal Name], a [Business Entity Type, e.g., Individual], with a registered address at [Registered Address], and contact details at [Phone Number] and [Email Address] ("Partner 2").
• [Partner 3 Legal Name (if applicable)], a [Business Entity Type], with a registered address at [Registered Address], and contact details at [Phone Number] and [Email Address] ("Partner 3").

(Each, a "Partner" and collectively, the "Partners").

1. Definition of Confidential Information

Option A: "Confidential Information" shall mean any and all information disclosed by or on behalf of a Partner (the "Disclosing Partner") to any other Partner (the "Receiving Partner") that is not generally known to the public, including but not limited to:

• Business plans and strategies.
• Financial data related to the partnership.
• Proprietary business methods and processes.
• Trade secrets as defined under the Utah Uniform Trade Secrets Act (UTSA).
• Partnership meeting minutes and discussions.
• Member lists and capital contributions.
• Tax records and related information.
• Customer and supplier information.
• Pending or planned transactions.
• Written or electronic communications.
• Any other non-public information shared for partnership purposes.

Option B: "Confidential Information" shall mean all information, whether oral, written, electronic, or visual, disclosed by the Disclosing Partner to the Receiving Partner relating to the Disclosing Partner’s business, technology, products, or services, including but not limited to [Specific areas of confidentiality tailored to the partnership].

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 without any obligation of confidentiality.
• Is required to be disclosed by law, regulation, or court order, provided that the Receiving Partner provides the Disclosing Partner with prompt written notice prior to such disclosure to allow the Disclosing Partner to seek a protective order or other appropriate remedy.

Option B: Confidential Information shall exclude information independently developed by the Receiving Partner without use of or reference to the Disclosing Partner's Confidential Information, provable by contemporaneous written records.

3. Permitted Use of Confidential Information

Option A: The Receiving Partner shall use the Confidential Information solely for the purpose of fulfilling its duties and obligations under the partnership agreement, evaluating the partnership opportunity, performing contractual obligations related to the partnership, or specified collaborative projects agreed upon within the partnership framework.

Option B: The Receiving Partner shall not use the Confidential Information for any purpose other than to further the interests of the partnership, and shall not use it for personal benefit, external business opportunities, or outside projects.

The Receiving Partner shall not solicit, either directly or indirectly, the clients or employees of the Disclosing Partner using Confidential Information.

4. Security Obligations

Option A: The Receiving Partner shall implement and maintain reasonable administrative, technical, and physical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, in accordance with Utah data protection requirements. These safeguards shall include, but not be limited to:

• Controlling access to the Confidential Information.
• Securely storing physical and digital records.
• Restricting copying or transmission of the Confidential Information.
• Implementing procedures for the deletion or destruction of Confidential Information upon termination of this Agreement or upon the Disclosing Partner's request.

Option B: The Receiving Partner will treat the Confidential Information with the same degree of care, but no less than a reasonable degree of care, as it accords to its own confidential information.

5. Confidentiality Period

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 withdrawal, expulsion, dissolution, or termination of the partnership.

Option B: With respect to Confidential Information that constitutes a trade secret under the Utah Uniform Trade Secrets Act (UTSA), the obligations of confidentiality shall continue indefinitely.

6. Return or Destruction of Confidential Information

Option A: Upon the Disclosing Partner's written request or upon the termination of this Agreement, the Receiving Partner shall promptly return to the Disclosing Partner or, at the Disclosing Partner's option, permanently delete or destroy all materials containing Confidential Information, including all copies thereof. The Receiving Partner shall certify in writing that it has complied with this obligation.

Option B: If the Receiving Partner is required to retain Confidential Information to comply with legal or regulatory requirements, it must notify the Disclosing Partner of such requirement and continue to protect the Confidential Information under the terms of this Agreement.

7. Unauthorized Disclosure

Option A: The Receiving Partner shall promptly notify the Disclosing Partner in writing of any unauthorized disclosure or use of the Confidential Information. Such notice shall include a detailed description of the unauthorized disclosure or use and the steps taken by the Receiving Partner to mitigate the damage. The Receiving Partner shall cooperate fully with the Disclosing Partner in any investigation or legal action relating to the unauthorized disclosure or use.

Option B: In the event of an unauthorized disclosure, the Receiving Partner shall take all reasonable steps to recover the Confidential Information and prevent further unauthorized use or disclosure.

8. Remedies for Breach

Option A: The Disclosing Partner shall be entitled to seek all available remedies for breach of this Agreement, including specific performance, injunctive relief, recovery of actual damages, liquidated damages (if enforceable under Utah law), and indemnification for all costs, losses, and legal fees incurred as a result of the breach. The Disclosing Partner acknowledges that misappropriation of trade secrets may be subject to the Utah Uniform Trade Secrets Act (UTSA).

Option B: The parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Partner shall be entitled to seek injunctive relief to prevent any threatened or continuing breach, in addition to any other remedies available at law or in equity.

9. Governing Law and Dispute Resolution

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 dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County Name, e.g., Salt Lake County], Utah.

Option B: Any dispute arising out of or relating to this Agreement shall be subject to the following dispute resolution process:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall participate in mediation administered by a mutually agreed-upon mediator in Utah.
• If mediation fails, the parties may pursue litigation in the state or federal courts located in [County Name], Utah.

10. Amendments and Waivers

Option A: Any amendment or waiver of any provision of this Agreement must be in writing and signed by all Partners.

Option B: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

11. 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 NDA supplements, and does not override, existing partnership agreements, operating agreements, or other written instruments binding the partners.

12. 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 be enforced.

Option B: The parties intend that the provisions of this Agreement be severable. If any provision is deemed invalid or unenforceable, the parties agree to negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

13. Electronic Data & Utah Data Privacy Regulations

Option A: The Receiving Partner shall comply with all applicable Utah and federal data privacy regulations, including those specific to [Industry, e.g., healthcare, finance, education], if applicable, when handling electronic data containing Confidential Information.

Option B: All electronic data containing Confidential Information shall be stored and transmitted in a secure manner, using encryption and other appropriate security measures.

14. Non-Circumvention/Solicitation/Competition

Option A: During the term of this Agreement and for a period of [Number] years thereafter, the Receiving Partner shall not, directly or indirectly, circumvent, solicit, or compete with the Disclosing Partner, within the limitations and subject to the restrictions imposed by applicable Utah law. The Receiving Partner acknowledges that this provision is narrowly tailored to protect the legitimate business interests of the Disclosing Partner.

Option B: (If there is no employment relationship) There are no non-compete or non-solicitation obligations arising out of this agreement beyond those necessary to protect the Confidential Information and partnership interests.

15. Cross-Border Data Sharing

Option A: The Receiving Partner shall not transfer or store Confidential Information outside of the United States without the express written consent of the Disclosing Partner. Any such transfer or storage shall comply with all applicable Utah and federal laws and regulations.

Option B: The partners acknowledge that no cross-border data sharing is anticipated under this agreement. If such sharing becomes necessary, it will be subject to separate written consent and agreement.

16. Signing Authority

Each Partner represents and warrants that they have the full power and authority to enter into this Agreement.

17. Merger or Partnership Restructuring

In the event of a merger, acquisition, or other restructuring of the partnership, the confidentiality obligations under this Agreement shall continue and be binding upon the surviving or successor entity.

18. No Ownership or License

Nothing in this Agreement shall be construed as granting to the Receiving Partner any ownership, license, or other proprietary rights in or to the Confidential Information, except as expressly provided herein.

Signature Blocks

Partner 1:

____________________________

Signature

[Partner 1 Printed Name]

[Partner 1 Title]

Date: ________________________

Partner 2:

____________________________

Signature

[Partner 2 Printed Name]

[Partner 2 Title]

Date: ________________________

Partner 3 (If Applicable):

____________________________

Signature

[Partner 3 Printed Name]

[Partner 3 Title]

Date: ________________________