Virginia mutual nda template

Virginia Mutual Non-Disclosure Agreement

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

• [Disclosing Party Name], a [Entity Type, e.g., Individual, Corporation] located at [Disclosing Party Address], [State of Incorporation, if applicable], hereinafter referred to as "Disclosing Party,"
• and
• [Receiving Party Name], a [Entity Type, e.g., Individual, Limited Liability Company] located at [Receiving Party Address], [State of Incorporation, if applicable], hereinafter referred to as "Receiving Party."

Each party may disclose confidential information to the other. Therefore, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information

Confidential Information includes any and all information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") relating to the Disclosing Party's business, whether tangible or intangible, and whether disclosed orally, visually, electronically, or in writing. This includes, but is not limited to:

• Tangible and intangible business information.
• Proprietary technology, including software, hardware, and designs.
• Know-how, formulas, processes, ideas, inventions (whether patentable or not), and improvements.
• Financial data, including pricing, costs, and revenue.
• Trade secrets, as defined by the Virginia Uniform Trade Secrets Act §59.1-336 et seq.
• Client and vendor lists, contacts, and related information.
• Strategic plans, marketing strategies, and business forecasts.
• Data stored electronically, including databases, data sets, and electronic communications.
• Any other information designated as confidential in writing by the Disclosing Party.
• Any other information that, by its nature or the circumstances surrounding its disclosure, would reasonably be understood to be confidential.

Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Is already known to the Receiving Party without an obligation of confidentiality prior to its disclosure by the Disclosing Party, as evidenced by Receiving Party's written records.
• Is or becomes publicly available through no wrongful act or breach of this Agreement by the Receiving Party.
• Is lawfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by Receiving Party's written records.
• Is required to be disclosed pursuant to a valid order issued by a court or governmental agency of competent jurisdiction in Virginia.
  • The Receiving Party shall provide the Disclosing Party with prompt written notice of any such order (to the extent legally permissible) to enable the Disclosing Party to seek a protective order or other appropriate remedy.
  • The Receiving Party shall cooperate with the Disclosing Party in seeking such a protective order or other remedy.

Permitted Use of Confidential Information

The Receiving Party shall use the Confidential Information solely for the purpose of [State Specific Purpose of Use, e.g., evaluating a potential business transaction, performing services under a contract] (the "Purpose").

• Option A: The Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to, developing competitive products or services.
• Option B: The Receiving Party may use the Confidential Information to develop derivative works only with the express written consent of the Disclosing Party.

The Receiving Party shall not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to:

• Option A: its employees, contractors, and consultants who have a need to know the Confidential Information for the Purpose and who are bound by written confidentiality agreements with terms at least as protective as those contained herein.
• Option B: its legal counsel and financial advisors, who have a need to know the Confidential Information for the Purpose and who are bound by professional obligations of confidentiality.

Protection of Confidential Information

The Receiving Party shall protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care. The Receiving Party shall:

• Store Confidential Information securely, utilizing industry-standard security measures.
• Restrict access to Confidential Information to only those individuals with a need to know for the Purpose and who are bound by confidentiality obligations.
• Implement and maintain appropriate technical and organizational measures to protect against unauthorized access, use, or disclosure of Confidential Information, in accordance with Virginia's standards for data security.
• Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

If the Confidential Information includes privileged, personally identifiable, or regulated data (such as health, student, or financial information), the parties agree to comply with all applicable Virginia and federal laws, including:

• Virginia Consumer Data Protection Act (VCDPA).
• Health Insurance Portability and Accountability Act (HIPAA) (if applicable).
• Family Educational Rights and Privacy Act (FERPA) (if applicable).
• Gramm-Leach-Bliley Act (GLBA) (if applicable).

The parties shall allocate compliance responsibilities as follows: [Specify Compliance Responsibilities].

Term and Termination

This Agreement shall become effective as of the Effective Date and shall continue in effect for a term of [Number] years.

• Option A: The confidentiality obligations under this Agreement shall survive termination or expiration of this Agreement for a period of [Number] years.
• Option B: With respect to Trade Secrets, the confidentiality obligations shall survive as long as the information remains a Trade Secret under Virginia law.

Either party may terminate this Agreement upon [Number] days written notice to the other party. Termination shall not relieve the Receiving Party of its obligations to protect the Confidential Information.

Return or Destruction 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 tangible embodiments of the Confidential Information, including all copies thereof, or, at the Disclosing Party's option.
• Destroy all tangible embodiments of the Confidential Information, including all copies thereof, and certify in writing to the Disclosing Party that such destruction has been completed.

The Receiving Party may retain one copy of the Confidential Information for archival purposes or as required by law, provided that such retained copy is maintained in strict confidence and is not used for any purpose other than compliance with legal or regulatory requirements.

Notification of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any suspected or actual unauthorized use or disclosure of the Confidential Information. Such notification shall include:

• A description of the unauthorized use or disclosure.
• The identity of the person(s) involved.
• The steps taken to mitigate the damage.

The Receiving Party shall cooperate with the Disclosing Party in any investigation or legal action relating to the unauthorized use or disclosure of the Confidential Information.

Remedies for Breach

The parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to:

• Injunctive relief to prevent any further breach of this Agreement.
• Specific performance to compel the Receiving Party to comply with the terms of this Agreement.
• Recovery of actual damages, including consequential damages, resulting from the breach.
• Recovery of reasonable attorneys' fees and costs incurred in enforcing this Agreement.
• Option A: The parties agree that liquidated damages in the amount of [Dollar Amount] shall be payable for each breach of this Agreement.
• Option B: No liquidated damages shall be applicable to this agreement.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• The parties shall first attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Virginia], utilizing a mediator mutually agreed upon by the parties.
• If mediation fails, the dispute shall be resolved by binding arbitration in [City, Virginia] in accordance with the rules of the American Arbitration Association.
• Option: Alternatively, if mediation fails, the dispute shall be resolved in the state or federal courts located in [County, Virginia].

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. The parties hereby consent to the jurisdiction and venue of the courts located in [County, Virginia] for any legal action arising out of or relating to this Agreement and waive any objection to such jurisdiction or venue, including arguments based on forum non conveniens.

General Provisions

• 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.
• Non-Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it at a later time.
• 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.
• Amendment: This Agreement may be amended only by a writing signed by both parties.
• Electronic 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. Electronic signatures shall be valid and binding under the Virginia Uniform Electronic Transactions Act.
• Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier to the addresses set forth above.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]