Washington partnership nda template

Washington Partnership Non-Disclosure Agreement

This Washington Partnership Non-Disclosure Agreement (this “Agreement”) is made and effective as of [Date], by and between:

• [Disclosing Party Full Legal Name], a [Disclosing Party Entity Type, e.g., Limited Liability Company] with its principal place of business at [Disclosing Party Business Address] (“Disclosing Party”),
• and
• [Receiving Party Full Legal Name], a [Receiving Party Entity Type, e.g., Limited Liability Company] with its principal place of business at [Receiving Party Business Address] (“Receiving Party”).

Disclosing Party and Receiving Party may also be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Disclosing Party and the Receiving Party are considering entering into a partnership or business relationship (the "Relationship") and in connection therewith, Disclosing Party may disclose to Receiving Party certain Confidential Information (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Definition of Confidential Information

Confidential Information includes any information disclosed by Disclosing Party to Receiving Party, directly or indirectly, whether in writing, orally, visually, or electronically, concerning the Disclosing Party’s business, technology, or affairs.

• Specifically, Confidential Information includes, but is not limited to:
  • Partnership business strategies
  • Proprietary methods and know-how
  • Financial statements and projections
  • Intellectual property and trade secrets as defined under Washington’s Uniform Trade Secrets Act (RCW 19.108)
  • Client and vendor lists
  • Partnership agreements/amendments
  • Partner contributions
  • Capital accounts
  • Unpublished business concepts
  • Negotiation materials
  • Schedules
  • Operational procedures
  • Technology
  • Legal compliance documentation
  • Marketing plans
  • Pricing
  • Sensitive information disclosed orally, in writing, visually, or electronically.

2. Exclusions from Confidential Information

This Agreement does not apply to information that:

• Option A: is or becomes publicly available other than as a result of a disclosure by Receiving Party or its Representatives in violation of this Agreement.
• Option B: was known to Receiving Party on a non-confidential basis prior to its disclosure by Disclosing Party.
• Option C: is independently developed by Receiving Party without use of or reference to the Confidential Information.
• Option D: is received from a third party who is not under any obligation to Disclosing Party to maintain the confidentiality of such information.
• Option E: is required to be disclosed pursuant to a valid order of a court or other governmental body; provided, however, that Receiving Party shall provide Disclosing Party with reasonable prior written notice of such disclosure and shall cooperate with Disclosing Party in seeking a protective order or other appropriate remedy. Receiving Party will comply with RCW Title 5, including giving notice to the Disclosing Party if compelled to disclose Confidential Information.

3. Use of Confidential Information

Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating and/or engaging in the Relationship. Receiving Party will not use the Confidential Information for any other purpose, including, without limitation, for its own benefit or the benefit of any third party.

4. Non-Disclosure

Receiving Party agrees to keep the Confidential Information confidential and shall not disclose such Confidential Information to any third party, including but not limited to non-partners, affiliates, employees, advisors, contractors, or service providers, without the prior written consent of Disclosing Party.

• Option A: Receiving Party may disclose Confidential Information to its employees, agents, advisors, and consultants (collectively, “Representatives”) who need to know such information for the purpose of evaluating and/or engaging in the Relationship, provided that such Representatives are bound by written agreements that are at least as protective of the Confidential Information as the terms of this Agreement.
• Option B: No disclosure to Representatives is permitted without prior written consent from Disclosing Party.

5. Security Measures

Receiving Party agrees to protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Receiving Party shall maintain appropriate physical, technical, and administrative safeguards to protect the Confidential Information from unauthorized access, use, or disclosure.

• These measures shall include:
  • Physical security measures
  • Electronic security measures
  • Internal access controls
  • Protocols for secure document handling, transmission, copying, and destruction.

6. Term and Survival

This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years from the date hereof. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement.

• Option A: The obligations of confidentiality for trade secrets as defined under Washington’s Uniform Trade Secrets Act (RCW 19.108) shall survive perpetually.

7. Return of Confidential Information

Upon the termination of this Agreement or upon the written request of Disclosing Party, Receiving Party shall promptly return to Disclosing Party all Confidential Information, including all copies and extracts thereof, or, at Disclosing Party’s option, destroy all such Confidential Information and certify to Disclosing Party in writing that it has been destroyed. This destruction must comply with applicable Washington business record retention/destruction requirements.

8. Notification of Breach

Receiving Party shall promptly notify Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement, and shall cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

9. Remedies

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Accordingly, Receiving Party agrees that Disclosing Party shall be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief to restrain any threatened or actual breach of this Agreement. Receiving Party shall also be liable for actual damages, possible liquidated damages (if deemed enforceable under Washington law), and shall indemnify Disclosing Party for all losses, legal fees, and court costs associated with the breach.

10. Representatives’ Agreements

Receiving Party shall ensure that any of its advisors, employees, agents, or representatives who have access to the Confidential Information enter into written agreements with Receiving Party containing confidentiality provisions at least as restrictive as those contained in this Agreement.

11. Dispute Resolution

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

• Option A: First, the Parties shall attempt to resolve the dispute through good faith negotiation.
• Option B: If the dispute is not resolved through negotiation, the Parties shall submit the dispute to mediation in [City, County], Washington, in accordance with the rules of the [Mediation Organization].
• Option C: If the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration administered by the [Arbitration Organization] in [City, County], Washington, in accordance with its rules.
• Option D: The Parties may pursue litigation in the Superior Court of [County] County, Washington.

12. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. The venue for any legal action arising out of or relating to this Agreement shall be in [County] County, Washington. This Agreement incorporates and complies with Washington data privacy and cybersecurity statutes, such as RCW 19.255 (regarding notification in case of data breach).

13. No Partnership or Joint Venture

Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, or employment relationship between the Parties.

14. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

15. 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, between the Parties with respect to such subject matter.

16. 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.

17. Amendment

This Agreement may be amended only by a written instrument signed by both Parties. Unilateral amendment is prohibited.

18. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

19. Notices

All notices or other communications required or permitted hereunder 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.

20. Association with Other Agreements

This Agreement is associated with any other agreements between the parties (such as partnership agreements), clarifying which document governs in case of conflict, and ensuring harmonization with any existing partnership operating agreements or bylaws. In the event of a conflict between this NDA and another agreement, the terms of the [Name of controlling document] shall govern.

21. Independent Legal Counsel

Each party acknowledges that they have had the opportunity to obtain independent legal counsel under Washington partnership law prior to execution of this Agreement.

22. Fairness and Reasonableness

The parties acknowledge and agree that the restrictions contained in this Agreement are fair and reasonable and are necessary to protect the legitimate business interests of the Disclosing Party.

23. Counterparts; 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 accepted in accordance with Washington’s Uniform Electronic Transactions Act.

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

[Disclosing Party Full Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Date: [Date]

[Receiving Party Full Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Date: [Date]