Vermont mutual nda template

Vermont Mutual Non-Disclosure Agreement

This Vermont Mutual Non-Disclosure Agreement (this "Agreement") is made and effective as of [Effective Date], by and between:

[Disclosing Party Full Legal Name], located at [Disclosing Party Full Address] ("Disclosing Party"),

and

[Receiving Party Full Legal Name], located at [Receiving Party Full Address] ("Receiving Party").

1. Definition of Confidential Information

"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, electronically, or by inspection of tangible items, including but not limited to: technical data, business plans, intellectual property, financial records, marketing strategies, client/vendor lists, proprietary processes, negotiations, product prototypes, and all other materials disclosed in any form.

Option A: Confidential Information includes information relating to [Specific Project Name].

Option B: Confidential Information does not include information relating to [Specific Excluded Topic].

2. Exclusions from Confidentiality

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

Option A: is or becomes publicly available through no fault of the Receiving Party;

Option B: is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;

Option C: is rightfully received by the Receiving Party from a third party without any obligation of confidentiality;

Option D: is required to be disclosed pursuant to a valid order of a court or other governmental body; provided, however, that the Receiving Party shall provide reasonable prior written notice to the Disclosing Party of such disclosure and shall cooperate with the Disclosing Party in its efforts to obtain a protective order or other confidential treatment.

3. Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely for the purpose of [Purpose of Disclosure, e.g., evaluating a potential business relationship] (the "Purpose").

Option A: The Receiving Party shall not reverse engineer, disassemble, or decompile any tangible embodiments of the Confidential Information.

Option B: The Receiving Party shall not copy or reproduce the Confidential Information without the Disclosing Party's prior written consent.

4. Safeguards

The Receiving Party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care, and shall implement and maintain reasonable procedural, technical, and physical safeguards, in line with Vermont privacy and data security standards, including Vermont’s data breach notification law, 9 V.S.A. § 2435.

Option A: Such safeguards shall include secure storage, access controls, employee training, audit trails, and secure transmission of sensitive material.

Option B: The Receiving Party shall limit access to the Confidential Information to those employees or contractors who have a need to know for the Purpose.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years.

Option A: The confidentiality obligations shall survive termination of this Agreement for a period of [Number] years thereafter, except for trade secrets, which shall be protected perpetually.

Option B: Either party may terminate this Agreement upon [Number] days written notice to the other party.

6. Return of Confidential Information

Upon the termination of this Agreement, or at the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, summaries, and extracts thereof, in whatever form.

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 of this Agreement.

7. Notice of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information and shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure, including compliance with Vermont state law.

8. Remedies

The Disclosing Party shall be entitled to seek all available legal and equitable remedies for any breach of this Agreement by the Receiving Party, including, without limitation, monetary damages, injunctive relief, and specific performance. The parties acknowledge that monetary damages may be insufficient to remedy a breach of this agreement.

Option A: The prevailing party in any legal action relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

Option B: In the event of a breach, the breaching party agrees to pay liquidated damages of [Dollar Amount].

9. 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 the dispute cannot be resolved through negotiation, the parties shall submit the dispute to voluntary mediation in [City, Vermont]. If mediation is unsuccessful, the parties may pursue litigation in the state or federal courts located in Vermont, and such courts shall have exclusive jurisdiction and venue.

Option A: Any arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

Option B: The laws of the State of Vermont shall govern the interpretation and enforcement of this Agreement.

10. Compliance with Vermont Law

Both parties affirm compliance with all relevant Vermont statutes and regulations, including the Vermont Consumer Protection Act, Uniform Trade Secrets Act, and applicable industry-specific privacy and data regulations.

11. Assignment

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

12. Authority

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.

13. Independent Legal Review

Each party acknowledges that it has had the opportunity to seek independent legal advice regarding this Agreement and that it has entered into this Agreement freely and voluntarily.

14. 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.

15. 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.

16. Amendments

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

17. Special Provisions for Vermont Business Contexts

[Insert any special provisions tailored for Vermont business contexts, such as handling of personally identifiable information of Vermont residents, if relevant, under state law.]

18. Execution

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 valid and binding.

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

[Disclosing Party Full Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Full Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]