Virginia nda template

Virginia Non-Disclosure Agreement

Effective Date: [Date]

Parties:

Disclosing Party:

Name: [Disclosing Party Name]

Address: [Disclosing Party Address]

Contact Information: [Disclosing Party Contact Information]

Receiving Party:

Name: [Receiving Party Name]

Address: [Receiving Party Address]

Contact Information: [Receiving Party Contact Information]

Type of Agreement:

Option A: Unilateral (one party disclosing)

Option B: Bilateral/Mutual (both parties disclosing)

Purpose and Scope:

Statement of Purpose: The parties are entering into this agreement to facilitate the disclosure of certain confidential information by the Disclosing Party to the Receiving Party for the purpose of [Description of Purpose, e.g., evaluating a potential business transaction].

Definition of Confidential Information:

Confidential Information includes, but is not limited to:

Business Plans

Marketing Strategies

Client Lists

Technical Data

Software

Prototypes

Trade Secrets

[Other Specific Items]

Exclusions from Confidentiality:

Information that is or becomes publicly available through no fault of the Receiving Party.

Information that was already known to the Receiving Party prior to disclosure.

Information that is independently developed by the Receiving Party.

Information that is received by the Receiving Party from a third party who is not under any obligation of confidentiality.

Option A: Include all items listed above as Confidential Information.

Option B: Modify the list of included and excluded items above.

Option C: Exclude specific items from the definition of Confidential Information: [List of Items to Exclude]

Obligations of Receiving Party:

Use of Reasonable Efforts: The Receiving Party shall use no less than [Specify Standard of Care, e.g., reasonable care, the degree of care used with its own information] to protect the Confidential Information.

Restrictions on Use: The Receiving Party shall use the Confidential Information solely for the Purpose specified in this agreement and shall not use it for any other purpose.

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

Procedure for Consent: Any request for consent to disclose shall be in writing and shall specify the information to be disclosed, the identity of the third party, and the reason for the proposed disclosure.

Compelled Disclosure: If the Receiving Party is required to disclose Confidential Information by law or court order, the Receiving Party shall:

Notify the Disclosing Party promptly.

Cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

Handling of Confidential Information:

Storage: The Receiving Party shall store the Confidential Information in a secure location and manner to prevent unauthorized access.

Marking: Where practical, Confidential Information shall be marked as "Confidential" or with a similar designation.

Disclosure Forms: Confidential Information may be disclosed in [Specify Allowable Forms, e.g., written, oral, electronic].

Reporting Violations: The Receiving Party shall promptly report any known or suspected unauthorized disclosure or use of the Confidential Information to the Disclosing Party.

Duration of Confidentiality:

Option A: The obligations of confidentiality under this agreement shall continue for a period of [Number] years from the Effective Date.

Option B: For trade secrets, the obligations of confidentiality shall continue indefinitely.

Option C: Different durations for different types of information:

Type 1: [Description]: [Duration]

Type 2: [Description]: [Duration]

Exclusions and Mandatory Disclosure Provisions:

Compelled Disclosure Clause: Notwithstanding anything to the contrary in this Agreement, if the Receiving Party is compelled by legal process to disclose Confidential Information, it will provide prompt written notice to the Disclosing Party, use reasonable efforts to obtain a protective order, and disclose only the minimum amount of Confidential Information necessary to comply with the legal process.

Rights and Ownership:

No License: The disclosure or receipt of Confidential Information does not create any license, transfer, or assignment of any intellectual property or business rights.

Ownership: All Confidential Information remains the sole and exclusive property of the Disclosing Party.

Return or Destruction of Confidential Information:

Upon termination of this agreement or upon the Disclosing Party's request, the Receiving Party shall:

Return all tangible Confidential Information, including all copies.

Destroy all electronic Confidential Information and certify such destruction to the Disclosing Party.

Timeframe: The return or destruction shall be completed within [Number] days of the termination or request.

Backup Retention: The Receiving Party is not required to delete Confidential Information that is contained in routine computer backups, provided that such information remains subject to the terms of this agreement.

Remedies for Breach:

Injunctive Relief: The Disclosing Party shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this agreement.

Monetary Damages: The Disclosing Party shall be entitled to seek monetary damages for any breach of this agreement.

Equitable Relief: The Disclosing Party shall be entitled to seek other equitable relief as may be appropriate.

Option A: Limit Remedies: The Receiving Party's liability for any breach of this Agreement shall be limited to [Amount or Description of Limitation].

Option B: Remove Limitation of Remedies.

Representations and Warranties:

Option A: No Representations or Warranties: The Disclosing Party makes no representations or warranties regarding the accuracy or completeness of the Confidential Information.

Option B: Representations and Warranties: The Disclosing Party represents and warrants that [Description of Representations and Warranties].

Governing Law and Jurisdiction:

Governing Law: 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.

Jurisdiction: Any legal action or proceeding arising out of or relating to this agreement shall be brought in the state or federal courts located in [City, County, Virginia].

Virginia Specificity: The parties acknowledge that non-compete and non-solicitation restrictions are subject to specific legal requirements in Virginia and may be unenforceable under certain circumstances, especially for lower wage earners. [Option to Include or Exclude Non-Compete/Non-Solicitation Clauses]

Alternative Dispute Resolution:

Option A: Mediation: Any dispute arising out of or relating to this agreement shall be submitted to mediation in [City, County, Virginia] before resorting to litigation.

Option B: Arbitration: Any dispute arising out of or relating to this agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

Option C: No Alternative Dispute Resolution.

Conflict with Employment or Labor Laws:

This agreement does not supersede any statutory rights under federal, state, or local law, including, but not limited to, whistleblower protection, reporting criminal activity, Section 7 of the National Labor Relations Act, and lawful wage discussions.

Amendment, Waiver, and Assignment:

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

Waiver: 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.

Assignment:

Option A: This agreement may not be assigned by either party without the prior written consent of the other party.

Option B: This agreement may be assigned by the Disclosing Party to a successor in interest without the consent of the Receiving Party.

Term and Termination:

Term: This agreement shall commence on the Effective Date and shall continue until [Date or Event], unless earlier terminated as provided herein.

Termination: Either party may terminate this agreement upon [Number] days written notice to the other party.

Survival: The obligations of confidentiality and the provisions regarding remedies, governing law, and jurisdiction shall survive the termination of this agreement.

Boilerplate Provisions:

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.

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

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, which shall be considered valid and binding.

Notices: All notices 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 email to the addresses set forth above.

Option A: Notice by email is acceptable.

Option B: Notice by email is not acceptable.

Signatures:

Disclosing Party:

Signature: ____________________________

Name: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

Date: ____________________________

Receiving Party:

Signature: ____________________________

Name: [Receiving Party Representative Name]

Title: [Receiving Party Representative Title]

Date: ____________________________

Special Virginia Considerations:

Disclosure to Law Enforcement/Regulatory Agencies: Nothing in this NDA shall be construed to prevent a party from disclosing information to law enforcement or regulatory agencies as required by law.

Virginia Uniform Trade Secrets Act: This agreement is intended to be consistent with the Virginia Uniform Trade Secrets Act.

[Optional] Express Statement Regarding Enforceability: The parties acknowledge that certain restrictions in this NDA may be subject to judicial scrutiny under Virginia law and agree to cooperate in modifying the NDA to ensure its enforceability to the fullest extent permitted by law.

Sexual Harassment, Discrimination, Unlawful Conduct: This agreement does not prevent disclosure or reporting related to sexual harassment, discrimination, or unlawful conduct as provided by Virginia law.

Application:

Option A: This agreement applies to employees of the Receiving Party.

Option B: This agreement applies to contractors of the Receiving Party.

Option C: This agreement applies to vendors of the Receiving Party.

Option D: This agreement applies to third parties who receive Confidential Information from the Receiving Party with the Disclosing Party's consent.

Option E: This agreement does not apply to any of the above.

Additional Restrictions (Select and Modify as Needed):

Option A: Non-Disclosure of Client/Customer Information.

Option B: Non-Disclosure of Business Partner Information.

Option C: Non-Disclosure of Transaction Details.

Option D: No Additional Restrictions.