Wyoming mutual nda template

Wyoming Mutual Non-Disclosure Agreement

This Wyoming Mutual Non-Disclosure Agreement ("Agreement") is made and entered into as of [Date] by and between:

• [Party One Name], residing/located at [Party One Address], a [Party One Type, e.g., Corporation, Individual] with its principal place of business at [Party One Principal Place of Business] and, if not domiciled in Wyoming, its Wyoming agent for service of process is [Party One Wyoming Agent Name] located at [Party One Wyoming Agent Address] ("Disclosing Party").
• [Party Two Name], residing/located at [Party Two Address], a [Party Two Type, e.g., Corporation, Individual] with its principal place of business at [Party Two Principal Place of Business] and, if not domiciled in Wyoming, its Wyoming agent for service of process is [Party Two Wyoming Agent Name] located at [Party Two Wyoming Agent Address] ("Receiving Party").

1. Definition of Confidential Information

• "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, visually, or in tangible form, 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:
  • Business plans
  • Trade secrets
  • Intellectual property
  • Client and vendor lists
  • Research data
  • Technical know-how
  • Product designs
  • Proprietary software or code
  • Process documentation
  • Marketing strategies
  • Pricing information
  • Legal documents
  • Partnership details
  • Negotiation records
  • Any data exchanged.
• The parties acknowledge that this agreement is intended to protect information disclosed as contemplated under Wyoming law as confidential or a trade secret under W.S. § 40-24-101 et seq. (Wyoming Trade Secrets Act).

2. Exclusions from Confidentiality

• The obligations of confidentiality under this Agreement shall not apply to information that:
  • Option A: Was already in the Receiving Party's lawful possession prior to disclosure, as evidenced by contemporaneous written records.
  • Option B: Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records.
• Information in the public domain:
  • Option A: Becomes publicly available through no fault of the Receiving Party or its representatives.
  • Option B: Is required to be disclosed by law, court order, or government regulation, provided that the Receiving Party gives the Disclosing Party prompt advance written notice of such requirement (if legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

3. Permitted Use

• The Receiving Party shall use the Confidential Information solely for the purpose of:
  • Option A: Evaluating a potential joint venture between the parties.
  • Option B: Negotiating a potential partnership agreement.
  • Option C: Performing services as described in [Description of Service Project].
  • Option D: Assessing a potential employment opportunity.
• The Receiving Party is expressly prohibited from using the Confidential Information for any other purpose, including, but not limited to:
  • Self-dealing.
  • Competitive activities.

4. Duty of Care

• Each party shall protect the other's Confidential Information with:
  • Option A: Reasonable care, but no less than the care that such party uses to protect its own confidential information of similar nature.
  • Option B: Commercially reasonable efforts, employing security measures consistent with industry standards prevailing in Wyoming.
• Such measures shall include:
  • Digital and physical security measures.
  • Restriction of access to authorized personnel with a need to know.
  • Secure destruction procedures.
  • Prohibition on unauthorized dissemination or duplication.

5. Obligations Regarding Representatives

• Each party shall ensure that its contractors, advisors, affiliates, or employees who receive access to Confidential Information:
  • Option A: Sign confidentiality undertakings with terms no less restrictive than those contained in this Agreement.
  • Option B: Are otherwise bound by equivalent duties of confidentiality.

6. Term

• The term of this Agreement shall commence on the Effective Date and shall continue for:
  • Option A: [Number] years.
  • Option B: With respect to ordinary business information, [Number] years. With respect to trade secrets, the obligations under this agreement shall continue for as long as such information qualifies as a trade secret under the Wyoming Trade Secrets Act.

7. Return or Destruction of Confidential Information

• Upon the expiration or termination of this Agreement, or at any time upon the Disclosing Party's written request, the Receiving Party shall:
  • Option A: Promptly return all tangible embodiments of the Confidential Information to the Disclosing Party.
  • Option B: Certify to the Disclosing Party in writing that it has destroyed all tangible and electronic embodiments of the Confidential Information, including any copies or extracts thereof.
• This includes deletion of all electronic copies and metadata, unless the Receiving Party is legally required to retain such information, in which case such retained information shall continue to be subject to the terms of this Agreement.

8. Notification of Unauthorized Disclosure

• Each party shall promptly notify the other party upon becoming aware of:
  • Any actual or suspected unauthorized disclosure, loss, or misappropriation of Confidential Information.
• The notifying party shall fully cooperate with the other party in:
  • Mitigation.
  • Remediation.
  • Legal proceedings related to such unauthorized disclosure.

9. Remedies for Breach

• The parties acknowledge 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.
  • The Disclosing Party shall be entitled to recover its actual and consequential damages resulting from any breach of this Agreement.
• Remedies include:
  • Injunctive Relief.
  • Equitable Relief.
  • The right to seek attorney's fees to the extent allowed by contract or Wyoming local rules.

10. Dispute Resolution

• In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation.
  • Option A: If negotiation fails, the parties agree to submit the dispute to mediation in [City, Wyoming], utilizing a mediator from [Wyoming Mediation Center], if available.
  • Option B: If mediation fails, the dispute shall be resolved by binding arbitration in [City, Wyoming] in accordance with the rules of the American Arbitration Association.
  • Option C: If both negotiation and mediation fail, the dispute will be resolved by litigation in a court of competent jurisdiction located in [County], Wyoming.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, including the Wyoming Uniform Trade Secrets Act and relevant contract statutes, without regard to its conflict of laws principles.

11. Authority

• Each party warrants that it has the legal authority to enter into this Agreement.
• If a party is an entity, it warrants that this Agreement has been duly authorized by its governing body.

12. Amendment; Waiver

• No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties.
• No waiver of any breach of this Agreement shall be deemed a waiver of any other breach.

13. Compliance with Laws

• Each party shall comply with all applicable Wyoming and federal data protection laws, including but not limited to the Wyoming Digital Information Privacy Act and any relevant industry-specific rules.

14. Assignment

• Neither party may assign or transfer this Agreement without the prior written consent of the other party, except as required for legal or regulatory compliance.

15. No Partnership

• This Agreement does not create a partnership, agency, or joint venture between the parties. The parties are acting at arms' length.

16. Severability

• If any provision of this Agreement is held to be invalid or unenforceable under Wyoming law, the remaining provisions shall remain in full force and effect.

17. 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 acceptable and enforceable under the Wyoming Uniform Electronic Transactions Act (W.S. § 40-21-101 et seq.).

18. 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.

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

[Party One Name]

By: [Signature Block]

Name: [Printed Name]

Title: [Title]

[Party Two Name]

By: [Signature Block]

Name: [Printed Name]

Title: [Title]