West Virginia nda template

West Virginia Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date of Execution], by and between:

• [Disclosing Party Name], a [Disclosing Party Legal Status, e.g., Corporation], with its principal place of business at [Disclosing Party Address] ("Disclosing Party"), and
• [Receiving Party Name], a [Receiving Party Legal Status, e.g., Individual], residing at [Receiving Party Address] ("Receiving Party").

Option for Additional Parties:

• [Additional Party Name], a [Additional Party Legal Status, e.g., LLC], with its principal place of business at [Additional Party Address] ("Additional Party").

1. Purpose

• Option A: To evaluate a potential [Nature of Business Relationship, e.g., joint venture] between the parties.
• Option B: Regarding the [Description of Project, e.g., "Project Falcon"] for [Business Context, e.g., market analysis].
• Option C: In connection with [Type of Relationship, e.g., employment] with Disclosing Party.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, directly or indirectly, in any form whatsoever, including, without limitation:

• Written, graphic, or electronically stored information.
• Oral disclosures.
• Prototypes, samples, and models.
• Customer lists and financial data.
• Business plans and strategies.
• Technical data, know-how, and trade secrets.

Exclusions:

• Information that is, or becomes, publicly available through no fault of Receiving Party.
• Information rightfully received from a third party without restriction.
• Information independently developed by Receiving Party without use of Disclosing Party’s Confidential Information.
• Information required to be disclosed by law or court order.
• Option A: Excluding all [Excluded Category, e.g., Marketing Plans].
• Option B: Excluding information related to [Specific Technology, e.g., Obsolete Widget Technology].

3. Obligations of Receiving Party

The Receiving Party shall:

• Protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.
• Not use the Confidential Information for any purpose other than the Purpose stated in Section 1.
• Not copy, reproduce, or otherwise duplicate the Confidential Information without Disclosing Party’s prior written consent.
• Treat oral or electronic information with the same level of protection as written information.
• Option A: Implement the following specific instructions: [Specific Instructions, e.g., Encrypt all digital files].
• Option B: Follow the following escalation protocol in case of suspected breach: [Escalation Protocol, e.g., Report to Legal Department within 24 hours].

4. Limits on Disclosure

The Receiving Party shall:

• Limit access to the Confidential Information to its employees, agents, or contractors who have a need to know for the Purpose.
• Require all such individuals to sign a confidentiality agreement with terms at least as protective as those contained in this Agreement.
• Secure all electronic and hard copy materials containing Confidential Information.
• Notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information.
• In the event Receiving Party is required to disclose Confidential Information by law or court order:
  • Option A: Provide Disclosing Party with prompt written notice prior to disclosure.
  • Option B: Cooperate with Disclosing Party to obtain a protective order or other appropriate remedy.

5. Permitted Uses

The Receiving Party may use the Confidential Information solely for the Purpose stated in Section 1.

• Option A: The Receiving Party may conduct internal evaluations of the Confidential Information.
• Option B: Only authorized personnel may have access to the Confidential Information.
• Option C: Joint operations will be governed by a separate agreement.

Restrictions:

• Confidential Information shall not be used after termination of this Agreement.

6. Term

This Agreement shall commence on the date first written above and shall continue for a period of [Number] years.

• Option A: The obligations of confidentiality with respect to trade secrets shall continue in perpetuity, consistent with the West Virginia Uniform Trade Secrets Act.
• Option B: The duty of confidentiality shall survive termination of this Agreement.

7. Breach and Remedies

In the event of a breach of this Agreement by Receiving Party:

• Disclosing Party shall be entitled to seek injunctive relief to prevent further unauthorized use or disclosure of the Confidential Information.
• Disclosing Party may also seek specific performance to enforce the terms of this Agreement.
• Disclosing Party shall be entitled to recover damages, including reasonable attorneys’ fees.
• Option A: Liquidated Damages: Receiving party shall pay [Dollar Amount].
• Option B: Waiver of Jury Trial.

8. Return or Destruction of Confidential Information

Upon termination of this Agreement, or at the Disclosing Party’s request, the Receiving Party shall:

• Return all Confidential Information to the Disclosing Party.
• Destroy all copies of the Confidential Information in its possession or control.
• Certify in writing that it has complied with the requirements of this Section.
• Option A: Receiving Party may retain one archival copy of the Confidential Information for legal compliance purposes only.
• Option B: Procedures for inadvertent disclosures: [Detailed Procedures, e.g., Report within 24 hours and destroy all copies].

9. Non-Solicitation and Other Restrictive Covenants

• Option A: The Receiving Party shall not solicit, directly or indirectly, any employees or clients of the Disclosing Party.
• Option B: This Agreement does not contain non-solicitation clauses.
• Option C: Non-circumvention: The Receiving Party shall not attempt to circumvent the Disclosing Party's business opportunities.
• Option D: Non-Use: The Receiving Party shall not use the Confidential Information for any commercial purpose beyond the intended agreement.
• Option E: Anti-raiding: The Receiving Party shall not attempt to hire away significant portions of the Disclosing Party's workforce.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.

• Option A: Exclusive jurisdiction shall be in the Courts of [County Name] County, West Virginia.
• Option B: Any dispute arising under this Agreement shall be resolved by arbitration in [City Name], West Virginia.

This Agreement is subject to the West Virginia Uniform Trade Secrets Act.

11. Miscellaneous

• 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.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 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.
• This Agreement may be amended only by a written instrument signed by all parties.
• 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.
• Neither party may assign this Agreement without the prior written consent of the other party.
• Any notice required or permitted to be given 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 reputable overnight courier service, to the addresses set forth above.
• This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12. Carve-Outs

• Nothing in this Agreement shall prohibit or restrict any party from reporting possible violations of law to any governmental agency or entity.
• This Agreement does not waive any protections under the Defend Trade Secrets Act.
• Option A: Enhanced Whistleblower Protection: Add specific language.
• Option B: Disclosures to attorneys or tax advisors bound by confidentiality.

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

____________________________
[Disclosing Party Full Legal Name]
[Disclosing Party Printed Name]
[Disclosing Party Title]

____________________________
[Receiving Party Full Legal Name]
[Receiving Party Printed Name]
[Receiving Party Title]