Vermont partnership nda template

Vermont Partnership Non-Disclosure Agreement

This Vermont Partnership Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and among:

[Partnership Name], a partnership registered in Vermont with a principal place of business at [Address], with Vermont Business Account Number [Vermont Business Account Number], and represented by [Partner Name], hereinafter referred to as “Disclosing Party”;

and

[Partnership Name], a partnership registered in Vermont with a principal place of business at [Address], with Vermont Business Account Number [Vermont Business Account Number], and represented by [Partner Name], hereinafter referred to as “Receiving Party”.

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, that relates to the Disclosing Party’s business, including, but not limited to:

• Business plans and strategic initiatives
• Partnership accounts and financial information
• Partner contributions and distributions
• Member lists
• Partnership agreements
• Valuations, investment memoranda, and due diligence reports
• Unique methodologies
• Customer or vendor data
• Proprietary software or technology
• Sensitive communications among partners
• Any other commercially sensitive information.

2. Exclusions from Confidential Information

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 disclosure by the Receiving Party in violation of this Agreement.
• Is received by the Receiving Party from a third party who is not bound by a confidentiality obligation to the Disclosing Party.
• Is already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Is required to be disclosed by law, administrative order, or court order, provided that the Receiving Party provides prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy, and discloses only the minimum information necessary to comply with the law, order or regulation.

3. Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely for the purpose of [Describe Purpose, e.g., evaluating a potential business relationship, joint business activities, partnership management].

• Option A: The Receiving Party shall not use the Confidential Information for any other purpose, or for the benefit of any third party, without the Disclosing Party’s prior written consent.
• Option B: The Receiving Party shall not use the Confidential Information for the individual benefit of any partner to the detriment of the partnership.

4. Obligations of the Receiving Party

The Receiving Party agrees to protect the Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but no less than a reasonable degree of care, and to:

• Restrict access to the Confidential Information only to those of its employees, agents, or contractors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
• Maintain the Confidential Information in a secure location and manner, including implementing appropriate security measures to protect against unauthorized access or disclosure, including digital records in line with Vermont’s data privacy requirements.
• Not copy, reproduce, or duplicate the Confidential Information, in whole or in part, without the prior written consent of the Disclosing Party.
• Ensure secure transmission methods are used when transmitting confidential information.

5. Term

The term of this Agreement shall commence on the Effective Date and shall continue:

• Option A: For the duration of the partnership or joint project, and for [Number] years thereafter.
• Option B: Indefinitely with respect to trade secrets as defined under the Vermont Uniform Trade Secrets Act.

6. Return of Confidential Information

Upon the Disclosing Party’s written request, or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information, including all copies and derivative works, or, at the Disclosing Party’s option, certify in writing that it has destroyed all such Confidential Information.

• Option A: The Receiving Party will provide documented audit or certification of such return or destruction.

7. Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized use, loss, or disclosure of Confidential Information, and shall reasonably cooperate with the Disclosing Party in investigating and remediating such unauthorized use, loss, or disclosure. This notification must comply with Vermont data breach notification statutes if applicable.

8. Remedies

The Disclosing Party shall be entitled to:

• Seek injunctive relief to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity, in Vermont state court.
• Recover from the Receiving Party all damages, including direct, consequential, and incidental damages, resulting from any breach of this Agreement.

• Option A: The parties agree that specific performance is an appropriate remedy for breach of this agreement.
• Option B: The Disclosing Party's right to seek damages or injunctive relief is not a waiver of any rights under the Vermont Uniform Trade Secrets Act.

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 mediation in [City, Vermont], in accordance with the rules of [Mediation Organization].
• If the dispute cannot be resolved through mediation, the parties may pursue binding arbitration in [City, Vermont], or litigation in the [County] County Court in Vermont.

Vermont law and jurisdiction shall govern and be exclusive.

10. Vermont Law and Compliance

This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont. Each party acknowledges that they have the power to enter and carry out this contract, and that their conduct under the contract does and will comply with all applicable Vermont laws and rules.

11. Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and that its obligations under this Agreement will not violate any other agreement to which it is a party. Further, no information exchanged has been obtained in violation of Vermont law or third-party rights.

12. Non-Waiver of Fiduciary Duties

Nothing in this Agreement shall be construed as a waiver of any fiduciary duties owed by the parties under Vermont partnership law.

13. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right to use the Disclosing Party’s Confidential Information, except as expressly provided herein.

14. Partnership Law Carve-Out

Nothing in this agreement operates as a transfer, assignment, or license of intellectual property rights, unless explicitly stated.

• Option A: Specific carve-outs for rights or obligations required by partnership law under 11 V.S.A., such as obligations to partners mandated for financial disclosures or regulatory compliance are preserved.

15. Industry-Specific Regulations

If the partnership operates in regulated sectors, such as healthcare or finance, both parties agree to comply with all applicable Vermont industry-specific regulations, including but not limited to the Vermont Securities Act, professional conduct rules, and enhanced data security requirements for sensitive personal data or protected health information.

16. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, natural disasters (including those specific to Vermont), or state-mandated closures.

17. Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, postage prepaid, addressed to the party at the address set forth above, or at such other address as the party may designate by written notice to the other party. Such notices must comply with Vermont partnership statutes and local business practice (e.g., registered mail or service at principal Vermont place of business).

18. Amendment

This Agreement may be amended only by a written instrument signed by all authorized partners. No oral modifications are permitted.

19. Severability

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

20. 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. There are no third-party beneficiaries to this agreement. In the event of a conflict between this NDA and any other partnership document, such as the Vermont partnership agreement, the order of precedence shall be: [Specify order, e.g., partnership agreement, then this NDA].

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

[Partnership Name]

By: [Partner Name]

Title: [Partner Title]

[Partnership Name]

By: [Partner Name]

Title: [Partner Title]