Washington nda template

Washington Non-Disclosure Agreement (NDA)

Date: [Date]

Parties:

Disclosing Party: [Disclosing Party Name], a [Entity Type, e.g., Individual, Corporation], located at [Disclosing Party Address], Contact: [Disclosing Party Contact Information]

Receiving Party: [Receiving Party Name], a [Entity Type, e.g., Individual, LLC], located at [Receiving Party Address], Contact: [Receiving Party Contact Information]

Purpose: This NDA is entered into in connection with [Description of Business Relationship/Transaction, e.g., potential business collaboration, due diligence for a possible acquisition].

Definition of Confidential Information:

"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, including, but not limited to:

Option A: Include all information regardless of form.

Option B: Include only information clearly designated as confidential.

Option C: Include only the following categories of information: [List Specific Categories]

Exclusions: Confidential Information does not include information that:

Is or becomes publicly known through no fault of the Receiving Party.

Was 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 rightfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation to the Disclosing Party.

Obligations of Receiving Party:

The Receiving Party shall:

Protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but not less than reasonable care.

Not use the Confidential Information for any purpose other than the Purpose stated above.

Not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent.

Safeguards:

Option A: Maintain physical safeguards to prevent unauthorized access.

Option B: Implement digital safeguards, including encryption and access controls.

Option C: Use reasonable procedural safeguards.

Notification:

Option A: Receiving Party shall promptly notify Disclosing Party of any unauthorized use or disclosure of the Confidential Information.

Option B: Receiving Party is not required to provide any notifications.

Permitted Disclosures and Exceptions:

The Receiving Party may disclose Confidential Information only to those of its employees, agents, or advisors who have a need to know such information for the Purpose stated above and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Exception:

Option A: If the Receiving Party is required to disclose Confidential Information pursuant to a legal proceeding or governmental request, the Receiving Party shall provide the Disclosing Party with prompt written notice prior to such disclosure, to allow the Disclosing Party to seek a protective order or other appropriate remedy, unless prohibited by law.

Option B: Receiving Party is not obligated to notify Disclosing Party prior to disclosure required by law.

Term:

This NDA shall be effective as of the Effective Date and shall continue for a term of [Number] [Days/Months/Years].

Survival: The obligations of confidentiality and non-use shall survive termination of this NDA for a period of [Number] [Days/Months/Years].

Option A: The agreement continues indefinitely.

Option B: The agreement can be renewed.

Return or Destruction of Confidential Materials:

Upon the Disclosing Party's written request, or upon termination of this NDA, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, including all copies thereof.

Option A: The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this provision.

Option B: No certification is required.

Permitted Disclosures to Third Parties:

The Receiving Party may disclose Confidential Information to its affiliates, employees, agents, or advisors on a "need-to-know" basis for the Purpose stated above.

Option A: Such third parties must sign agreements containing confidentiality obligations at least as restrictive as those contained herein.

Option B: The Receiving Party shall be liable for any breach of this NDA by its affiliates, employees, agents, or advisors.

Restrictions on Copying: The Receiving Party shall not copy, reproduce, or transmit the Confidential Information without the Disclosing Party's prior written consent.

Non-Solicitation/Non-Circumvention:

Option A: The Receiving Party agrees not to solicit, recruit, or hire any employee or contractor of the Disclosing Party during the term of this NDA and for a period of [Number] [Days/Months/Years] thereafter.

Option B: Non-circumvention clause: The Receiving Party agrees not to circumvent the Disclosing Party in any business dealings related to the Purpose of this NDA.

Option C: This agreement contains neither a non-solicitation nor a non-circumvention clause.

Intellectual Property:

No license or transfer of any intellectual property rights is granted or implied by the disclosure of Confidential Information.

Option A: All intellectual property rights in the Confidential Information shall remain the sole and exclusive property of the Disclosing Party.

Option B: Any new intellectual property developed as a result of access to Confidential Information shall be owned by [Party Name].

Remedies for Breach:

The Disclosing Party shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this NDA, in addition to any other remedies available at law or in equity.

Option A: The Disclosing Party shall also be entitled to recover monetary damages for any breach of this NDA.

Option B: Specific performance may be sought for breach of this agreement.

Cure Period:

Option A: The Receiving Party shall have [Number] [Days/Hours] to cure any breach of this NDA after receiving written notice from the Disclosing Party.

Option B: No cure period is provided.

Dispute Resolution:

Option A: Any dispute arising out of or relating to this NDA shall be resolved by litigation in the state or federal courts located in [County] County, Washington.

Option B: Any dispute arising out of or relating to this NDA shall be resolved by mediation in [City], Washington.

Option C: Any dispute arising out of or relating to this NDA shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City], Washington.

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

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

Assignment: This NDA may not be assigned by either party without the prior written consent of the other party.

Option A: This agreement can be assigned to a successor in interest.

Waiver and Amendment: No waiver of any provision of this NDA shall be effective unless in writing and signed by the waiving party. Any amendment to this NDA must be in writing and signed by both parties.

Notice: All notices under this NDA 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 reputable overnight courier service to the addresses set forth above.

Representations and Warranties: Each party represents and warrants that it has the full right, power, and authority to enter into and perform this NDA.

Integration Clause:

Option A: This NDA 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.

Option B: This NDA does not supersede any prior agreements.

Electronic Signatures/Counterparts: This NDA 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. Execution and delivery of this NDA by electronic signature shall be valid and binding on the parties.

Washington-Specific Compliance:

The parties acknowledge the applicability of the Washington Uniform Trade Secrets Act.

Washington Silenced No More Act (RCW 49.44.211) Compliance: This NDA shall not be interpreted to restrict or prohibit any party from disclosing information relating to illegal acts in the workplace, including, but not limited to, discrimination, harassment, retaliation, sexual assault, or wage violations, to the extent such disclosure is protected by law.

Option A: Any definition of "Confidential Information" shall specifically exclude disclosures protected under RCW 49.44.211.

Protected Disclosure: Nothing in this NDA shall prevent either party from making a protected disclosure to any governmental agency or regulatory authority, including reporting possible violations of law.

Option A: This agreement must contain a reference to whistleblower protections.

Consideration: In consideration for the Receiving Party's agreement to maintain the confidentiality of the Confidential Information, the Disclosing Party is [Describe Consideration, e.g., providing access to confidential business plans, entering into good faith negotiations].

Option A: The parties agree that the consideration provided is adequate.

Reporting Illegal Conduct: The parties acknowledge that nothing in this NDA restricts the right to report criminal conduct or illegal behavior to law enforcement.

Signatures:

_______________________________

[Disclosing Party Name]

_______________________________

[Receiving Party Name]

Notary Acknowledgment (Optional):

Option A: Notary Acknowledgment required for each party.