Vermont nda template

Vermont Non-Disclosure Agreement (NDA)

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

[Disclosing Party Name], residing at [Disclosing Party Address] (“Disclosing Party”), and

[Receiving Party Name], residing at [Receiving Party Address] (“Receiving Party”).

WHEREAS, Disclosing Party possesses certain confidential information; and

WHEREAS, Disclosing Party desires to disclose such confidential information to Receiving Party; and

WHEREAS, Receiving Party desires to receive such confidential information.

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

Confidential Information

Definition of Confidential Information: shall mean any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, or in writing, 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, including, but not limited to:

• Trade secrets
• Business plans
• Employee or client data
• Financials
• Intellectual property
• Prototypes
• Know-how

Exclusions from Confidential Information: Confidential Information shall not include information that:

• Is or becomes publicly available through no fault of Receiving Party.
• Was already known to Receiving Party prior to its disclosure by Disclosing Party.
• Is independently developed by Receiving Party without use of the Confidential Information.
• Is rightfully received by Receiving Party from a third party without restriction on disclosure.

Obligations of Receiving Party

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

Use Limitation Options:

• Option A: Receiving Party shall use the Confidential Information solely for the purpose of [Specific Purpose].
• Option B: Receiving Party shall not use the Confidential Information for any purpose other than as authorized in writing by Disclosing Party.

Non-Disclosure: Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party.

Storage: Receiving Party shall maintain Confidential Information in a secure location and restrict access to only those employees or agents who need to know the Confidential Information for the Permitted Use.

Term

Duration of Confidentiality:

• Option A: This Agreement shall remain in effect for a term of [Number] years from the date hereof.
• Option B: The obligations of confidentiality under this Agreement shall continue until such time as the Confidential Information no longer qualifies as a trade secret or is no longer considered confidential under applicable law.
• Option C: With respect to trade secrets, the obligations of confidentiality shall continue perpetually.

Exceptions to Confidentiality

Mandatory Disclosure: If Receiving Party is required to disclose Confidential Information by law, court order, or government authority, Receiving Party shall:

• Option A: Provide Disclosing Party with prompt written notice of such requirement, unless legally prohibited from doing so.
• Option B: Use commercially reasonable efforts to obtain a protective order or other appropriate relief to prevent the disclosure of the Confidential Information.

Return or Destruction of Confidential Materials

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

• Option A: Return all Confidential Information, including all copies and extracts thereof, to the Disclosing Party.
• Option B: Destroy all Confidential Information, including all copies and extracts thereof, and provide Disclosing Party with written certification of such destruction.

Nature of Agreement

Agreement Type:

• Option A: This is a mutual (bilateral) Non-Disclosure Agreement.
• Option B: This is a one-way (unilateral) Non-Disclosure Agreement.

Permitted Disclosures

Disclosure to Employees/Agents: Receiving Party may disclose Confidential Information to its employees, affiliates, agents, or contractors (collectively, “Representatives”) who have a need to know such information for the Permitted Use, provided that:

• Such Representatives are bound by written agreements with Receiving Party containing confidentiality obligations at least as protective as those contained herein.
• Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

Remedies for Breach

Available Remedies: In the event of a breach of this Agreement, Disclosing Party shall be entitled to:

• Injunctive relief to restrain any further breach.
• Actual damages sustained as a result of the breach.
• Liquidated damages in the amount of [Dollar Amount] per breach. (Optional - Include or Remove)
• Reasonable attorney’s fees and costs incurred in enforcing this Agreement.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County, Vermont].

Vermont Legal Specificity

Compliance with Vermont Law: This Agreement is intended to comply with all applicable Vermont statutes and public policy.

Non-Prohibition of Protected Activity: Nothing in this Agreement shall be construed to prohibit Receiving Party from:

• Reporting suspected violations of law to appropriate government agencies.
• Participating in any investigation or proceeding conducted by a government agency.

Disclosure of Illegal Conduct/Sexual Harassment:

• Option A: The parties acknowledge and agree that nothing in this Agreement prevents Receiving Party from disclosing illegal conduct or sexual harassment as required or permitted by law. (Include as Needed)
• Option B: This Agreement does not prohibit the reporting of suspected illegal conduct or sexual harassment in accordance with applicable law. (Include as Needed)

Dispute Resolution

Dispute Resolution Method:

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, Vermont] in accordance with the rules of the American Arbitration Association.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through litigation in the state or federal courts located in [County, Vermont].
• Option C: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, Vermont], before resorting to any other dispute resolution mechanism.

Miscellaneous

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.

Integration: 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.

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

Assignment: Neither party may assign this Agreement without the prior written consent of the other party.

Counterparts: 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: This Agreement may be executed by electronic signature and delivered electronically.

Waivers

Implied Confidentiality:

• Option A: The parties acknowledge that there are no implied obligations of confidentiality, exclusivity, or any obligation to proceed with any further business relationship.
• Option B: (Remove if not applicable)

Signatures

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

[Disclosing Party Name]

By: [Signature of Disclosing Party]

Printed Name: [Printed Name of Disclosing Party]

Title: [Title of Disclosing Party] (If Applicable)

Date: [Date]

[Receiving Party Name]

By: [Signature of Receiving Party]

Printed Name: [Printed Name of Receiving Party]

Title: [Title of Receiving Party] (If Applicable)

Date: [Date]

Vermont-Specific Notices (Optional - Include or Remove)

NOTICE: (Remove if not applicable) This agreement does not waive rights employees may have under the Vermont Fair Employment Practices Act.

NOTICES: (Remove if not applicable) Whistleblower protections may apply, and nothing herein prevents reporting to government agencies.