Washington mutual nda template

Washington Mutual Non-Disclosure Agreement

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

• [Disclosing Party Name], a [Disclosing Party Business Type] with its principal place of business at [Disclosing Party Address] ("Discloser"), and
• [Receiving Party Name], a [Receiving Party Business Type] with its principal place of business at [Receiving Party Address] ("Recipient").

WHEREAS, Discloser and Recipient desire to engage in a business relationship involving [Description of Business Relationship, e.g., Collaboration, Joint Venture, Service Provision] (the "Relationship"); and

WHEREAS, in connection with the Relationship, each party may disclose to the other certain confidential information, as defined below.

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

1. Definition of Confidential Information

Confidential Information means any information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally 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. Confidential Information includes, but is not limited to:

• Proprietary business data;
• Trade secrets as defined by the Washington Uniform Trade Secrets Act (RCW 19.108);
• Financial statements;
• Technical documents;
• Source codes;
• Algorithms;
• Prototypes;
• Marketing and sales information;
• Customer and vendor information;
• Business strategies;
• Unpublished intellectual property (including pending patents, copyrights, trademarks);
• Internal policies;
• Legal compliance data;
• Any material designated "confidential" in writing or orally with prompt written confirmation.

2. Exclusions from Confidential Information

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

• Was lawfully in the Recipient's possession prior to disclosure by the Discloser.
• Is or becomes generally available to the public through no fault of the Recipient.
• Is independently developed by the Recipient without use of the Discloser's Confidential Information.
• Is lawfully received by the Recipient from a third party without any obligation of confidentiality.
• Is required to be disclosed by court order, subpoena, or applicable Washington law, provided that the Recipient provides the Discloser with prompt written notice to allow the Discloser to seek a protective order or other appropriate remedy.

3. Use and Disclosure Restrictions

• The Recipient shall use the Confidential Information solely for the purpose of the Relationship as described above.
• The Recipient shall not use the Confidential Information for any personal, competitive, or otherwise unauthorized purpose.
• The Recipient shall not disclose the Confidential Information to any third party without the Discloser's prior written consent, and any permitted disclosure shall be subject to equivalent confidentiality undertakings.

4. Safeguards

The Recipient shall employ at least commercially reasonable or industry-standard safeguards to protect the confidentiality of the Confidential Information, considering the nature and sensitivity of the information and relevant Washington statutory standards. Such safeguards shall include, but not be limited to:

• Access controls.
• Encryption.
• Secure storage.

5. Handling and Transmission Protocols

• Confidential Information shall be handled and transmitted in a secure manner, including physical, electronic, and remote access controls.
• The Recipient shall implement procedures for notification of data breaches as required by Washington’s data breach notification laws (RCW 19.255.010).

6. Mutuality of Obligations

The obligations under this Agreement are mutual, and both parties have equal rights and responsibilities with respect to information protection and breach remedies.

7. Term

• The obligations of confidentiality under this Agreement shall commence as of the Effective Date and shall continue during the term of the Relationship and for a period of [Number] years after termination of the Relationship.
• With respect to trade secrets, the obligations under this Agreement shall continue for as long as the information remains a trade secret under Washington law (RCW 19.108).

8. Return or Destruction of Confidential Information

Upon termination of the Relationship or at the Discloser's written request, the Recipient shall promptly return or securely destroy all Confidential Information, including electronic copies and backups. The Recipient shall provide the Discloser with written certification of such destruction upon request.

9. Notice of Breach

The Recipient shall immediately notify the Discloser in writing of any breach, suspected breach, or unauthorized access/use of the Confidential Information. Both parties shall cooperate in the investigation, mitigation, and compliance with any required disclosures or remedial actions.

10. Remedies

• Either party may seek equitable relief (such as injunctive or specific performance orders) in addition to legal damages for breach of this Agreement.
• The parties agree that the state and federal courts located in Washington shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. Specifically, this agreement is intended to comply with the Washington Uniform Trade Secrets Act (RCW 19.108) and all other applicable Washington laws.

12. Limits on Liability

Option A: Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement.

Option B: The total cumulative liability of either party under this agreement shall not exceed [Dollar Amount].

13. Dispute Resolution

• The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation.
• If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation or arbitration in [City, Washington] in accordance with local ADR practices.

14. Compliance with Washington Statutes

This Agreement is intended to comply with all applicable Washington statutes and regulatory guidance on data privacy, trade secrets, and electronic signatures (RCW 19.360).

15. Amendment

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

16. Waiver of Public Policy Rights

No provision of this Agreement shall waive any rights under Washington public policy, including rights related to whistleblowing or the reporting of unlawful conduct (RCW 49.44.210).

17. Severability

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

18. 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.

19. Execution

This Agreement is drafted in English and may be executed in counterparts and by electronic signature in compliance with Washington law.

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

[Disclosing Party Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Representative Title]

[Receiving Party Name]

By: [Receiving Party Authorized Representative Name]

Title: [Receiving Party Representative Title]