West Virginia partnership nda template

West Virginia Partnership Non-Disclosure Agreement (NDA)

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

[Partner 1 Legal Name], residing at [Partner 1 Address], hereinafter referred to as “Partner 1”;

[Partner 2 Legal Name], residing at [Partner 2 Address], hereinafter referred to as “Partner 2”;

[Partner 3 Legal Name], residing at [Partner 3 Address], hereinafter referred to as “Partner 3”.

(Each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties desire to enter into a business relationship regarding [Description of Partnership Nature, e.g., joint venture to develop a new product, provide consulting services]; and

WHEREAS, in connection with such relationship, each Party may disclose to the other certain confidential and proprietary information that the disclosing Party desires the receiving Party to treat as confidential.

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

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by one Party (the "Disclosing Party") to another Party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, 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. This includes, but is not limited to:

• Partnership business plans, operational methods, and strategies.
• Financial data, including revenue, expenses, profits, and losses.
• Detailed client and supplier information, including contact information, pricing, and contracts.
• Partnership agreements and amendments, and internal partnership communications.
• Employee and contractor information, including salaries, performance evaluations, and personnel records.
• Proprietary processes, marketing strategies, formulas, methods, legal and regulatory filings.
• Any trade secrets as defined by the West Virginia Uniform Trade Secrets Act (WVUTSA) (§47-22-1 et seq.).
• Option A: All information related to [Specific Project Name].
• Option B: All information related to [Specific Business Operation].

2. Mediums of Confidential Information

Confidential Information may be disclosed in various forms, including but not limited to:

• Written documents.
• Digital files and electronic data.
• Oral communications.
• Visual presentations.
• Physical samples and prototypes.
• Option A: Access to the Disclosing Party's server or network.
• Option B: Tours of the Disclosing Party's facilities.

3. Exclusions from Confidentiality

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

• Is or becomes publicly known through no fault of the Receiving Party.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Was already lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
• Is rightfully received by the Receiving Party from a third party who is not bound by a confidentiality obligation to the Disclosing Party.
• Is required to be disclosed by law, court order, or regulatory authority; provided, however, that the Receiving Party shall provide the Disclosing Party with prompt notice of such required disclosure and shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy, consistent with West Virginia law and practice.
• Option A: Information approved for release in writing by the Disclosing Party.
• Option B: Information shared with outside accountants or legal counsel.

4. Authorized Purpose

The Receiving Party shall use the Confidential Information solely for the purpose of [Clearly Define the Authorized Purpose, e.g., evaluating the potential joint venture, performing consulting services] (the "Authorized Purpose").

• The Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to personal gain, competition with the Disclosing Party, or disclosure to any third party without the Disclosing Party's prior written consent, except as permitted below.
• The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know the information for the Authorized Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Option A: No third party disclosure is permitted under any circumstances.
• Option B: Disclosure to pre-approved third parties is permitted subject to the execution of a separate NDA with similar terms.

5. Degree of Protection

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 in no event less than a [Choose One: Reasonable, Industry Standard, Heightened] degree of care.

• This includes, but is not limited to, secure storage, access control, marking requirements, and safeguarding digital and physical copies.
• The Receiving Party shall comply with all applicable West Virginia laws and regulations regarding the management of electronic data, record retention, and destruction.
• Option A: The Receiving Party shall implement specific security measures as outlined in Exhibit A attached hereto.
• Option B: The Receiving Party shall adhere to the Disclosing Party's security policies, as provided.

6. Confidentiality Period

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue:

• During the term of the partnership/collaboration; and
• For a period of [Number] years after the termination of the partnership/collaboration; or
• Option A: As long as allowed under the WVUTSA for information constituting trade secrets.
• Option B: Indefinitely for information identified as a trade secret.

7. Return or Destruction of Confidential Information

Upon the termination of the partnership/collaboration or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies and derivative materials, in its possession or control.

• The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this obligation within a reasonable time frame of [Number] days.
• Option A: The Receiving Party may retain one archival copy of the Confidential Information solely for legal compliance purposes.
• Option B: Electronic data shall be securely erased using a method approved by the Disclosing Party.

8. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorized disclosure or use of the Confidential Information.

• The Receiving Party shall cooperate fully with the Disclosing Party in remedying such unauthorized disclosure or use and mitigating any damages resulting therefrom.
• Option A: The Receiving Party shall bear all costs associated with investigating and remediating any data breach caused by its negligence.
• Option B: The Parties will jointly determine the best course of action for remediation.

9. Remedies and Liabilities

The Parties agree that any breach of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party.

• The Disclosing Party shall be entitled to seek injunctive relief to prevent or restrain any such breach, in addition to any other remedies available at law or in equity, including but not limited to:
  • Liquidated damages in the amount of [Dollar Amount].
  • Actual damages, including lost profits.
  • Injunctive relief under the WVUTSA.
  • Indemnification for all losses, costs, and expenses, including reasonable attorneys' fees.
• All remedies shall be subject to enforceability under West Virginia contract law.
• Option A: The Parties agree to binding arbitration to resolve any disputes under this Agreement.
• Option B: The Disclosing Party may elect to pursue remedies in the courts of West Virginia.

10. Enforceability

• 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.
• This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party.
• This Agreement may be amended only by a writing signed by both Parties.
• 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, clarified for West Virginia contracts.
• Option A: 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 laws principles.
• Option B: Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in [County Name] County, West Virginia.

11. Dispute Resolution

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

• First, the Parties shall attempt to resolve the dispute through good faith negotiation.
• If the dispute cannot be resolved through negotiation, the Parties shall attempt to resolve the dispute through mediation in West Virginia.
• If the dispute cannot be resolved through mediation, the Parties may pursue binding arbitration or litigation in an appropriate West Virginia venue.
• Option A: All arbitration proceedings shall be conducted in accordance with the rules of the American Arbitration Association.
• Option B: The prevailing party in any litigation shall be entitled to recover its reasonable attorneys' fees and costs.

12. Compliance with West Virginia Law

This Agreement is intended to comply with all applicable West Virginia statutes, including the WVUTSA, partnership laws, local data privacy protections, professional/industry regulations (healthcare, banking, attorney-client if applicable), and up-to-date local court interpretive practices regarding non-compete and confidentiality enforcement.

13. Notification

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered or certified mail, return receipt requested, sent by reputable overnight courier, or sent by email with receipt confirmation, to the addresses set forth above.

• Option A: Notice via email is sufficient.
• Option B: Notice must be delivered via certified mail to the addresses listed above.

14. Governmental Entities

If either Party is a governmental entity or subject to public record/open meetings laws, such Party acknowledges compliance with West Virginia Governmental Ethics Act and exceptions.

15. Partnership Structure

If the partnership is registered in West Virginia, documentation of partner authority to sign this NDA must be provided. Joint and several liability for breaches shall apply where appropriate.

16. Independent Legal Counsel

Each Party acknowledges that it has had the opportunity to consult with independent legal counsel regarding this Agreement and that it has read and understands all of the terms and conditions hereof.

17. Counterparts

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. Signature pages may be executed separately and deemed originals, per West Virginia business contracting practice.

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

____________________________
[Partner 1 Legal Name]

____________________________
[Partner 2 Legal Name]

____________________________
[Partner 3 Legal Name]