West Virginia mutual nda template

West Virginia Mutual Non-Disclosure Agreement

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

• [Disclosing Party Name], a [Business Structure, e.g., Corporation] with its principal place of business at [Address], hereinafter referred to as "Disclosing Party," and
• [Receiving Party Name], a [Business Structure, e.g., Limited Liability Company] with its principal place of business at [Address], hereinafter referred to as "Receiving Party."

WHEREAS, both parties possess certain Confidential Information (as defined below) that they desire to share with each other for the mutual purpose of [Purpose of Disclosure, e.g., exploring a potential joint venture] (the "Purpose").

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

Definition of Confidential Information

• Option A: "Confidential Information" means any information disclosed by either party to the other, whether orally, in writing, electronically, or visually, 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.
• Option B: "Confidential Information" includes, but is not limited to: [List Specific Categories, e.g., technical data, business strategies, trade secrets, pricing, client information, supplier information, employee data, partnership plans, proprietary processes].
• Option C: Any information that is marked confidential by the disclosing party shall be regarded as confidential information.

Exclusions from Confidential Information

• Information that is already known to the Receiving Party at the time of disclosure, as evidenced by its written records.
• Information that is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information, as evidenced by its written records.
• Information that is lawfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party.
• Information that is or becomes publicly available through no fault of the Receiving Party.
• Information that is required to be disclosed by law, court order, or government authority, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement, to the extent permitted by law, so that the Disclosing Party may seek a protective order or other appropriate remedy.

Obligations of Confidentiality

• Each party shall protect the other party's 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.
• Each party shall use the other party's Confidential Information solely for the Purpose and shall not use it for any other purpose without the Disclosing Party's prior written consent.
• Each party shall limit access to the other party's Confidential Information to its employees, contractors, and representatives who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Each party shall implement and maintain reasonable administrative, physical, and technical safeguards to protect the other party's Confidential Information from unauthorized access, use, or disclosure, consistent with standard industry practices and applicable law, including relevant West Virginia data protection laws.

Permitted Disclosures

• Option A: Either party may disclose Confidential Information to its employees, consultants, and legal counsel who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Option B: Prior to disclosing Confidential Information to any third party, the disclosing party must obtain written consent from the other party.
• Option C: All representatives must agree in writing to the terms of this NDA.

Term and Termination

• Option A: This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years.
• Option B: The confidentiality obligations under this Agreement shall survive for [Number] years following the termination of this Agreement.
• Option C: The confidentiality obligation with respect to trade secrets as defined under the West Virginia Uniform Trade Secrets Act shall exist in perpetuity.

Return or Destruction of Confidential Information

• Upon the written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party's Confidential Information in its possession or control, including all summaries, extracts, and other derivatives thereof.
• The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this provision.

Notice of Unauthorized Disclosure

• Each party shall promptly notify the other party in writing upon becoming aware of any unauthorized disclosure or use of the other party's Confidential Information.
• Each party shall reasonably cooperate with the other party in any investigation or legal action relating to such unauthorized disclosure or use.

Remedies

Each party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in any court of competent jurisdiction, including a court in [Specific West Virginia County], to prevent or restrain any such breach, in addition to any other remedies available at law or in equity.

Non-Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

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.

No License

Nothing in this Agreement shall be construed as granting either party any license or other right in or to the other party's intellectual property.

Governing Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to its conflict of law principles.
• Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [Specific West Virginia County], West Virginia.

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 written instrument signed by both parties.

Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Limitation of Remedies

Notwithstanding anything to the contrary in this agreement, the remedies available to a party are limited to direct damages only. Neither party shall be held liable for any consequential, indirect, incidental, special, exemplary, or punitive damages.

Signatures

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]