Wyoming nda template

Wyoming Non-Disclosure Agreement

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

[Disclosing Party Name], a [Disclosing Party Entity Type, e.g., Individual, LLC, Corporation], with a principal place of business at [Disclosing Party Address] ("Disclosing Party"),

and

[Receiving Party Name], a [Receiving Party Entity Type, e.g., Individual, LLC, Corporation], with a principal place of business at [Receiving Party Address] ("Receiving Party").

1. Unilateral or Mutual Agreement

Option A: Unilateral Agreement (Disclosing Party discloses, Receiving Party receives). Remove this entire section if using the Mutual Option.

Option B: Mutual Agreement (Both parties may disclose and receive). Remove this entire section if using the Unilateral Option.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, or in writing or electronic 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. Confidential Information includes, but is not limited to:

Option A: Trade secrets.

Option B: Know-how.

Option C: Customer data.

Option D: Source code.

Option E: Business plans.

Option F: Financial information.

Option G: Other proprietary data: [Specify Other Proprietary Data].

3. Purpose of Disclosure

The Receiving Party may use the Confidential Information solely for the purpose of:

Option A: Research.

Option B: Business negotiations related to [Specify Subject of Negotiations].

Option C: Evaluation of a potential business relationship.

Option D: Other: [Specify Other Purpose].

4. Obligations of Receiving Party

The 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 not less than reasonable care.

To restrict the use of the Confidential Information solely for the Purpose defined in Section 3.

To disclose Confidential Information only to its affiliates, employees, agents, or professional advisors (collectively, "Representatives") who have a need to know such information for the Purpose, provided that:

Option A: Each Representative is bound by written confidentiality obligations no less protective than those contained herein.

Option B: *[Remove if Option A is used]* No requirement for Representative to be bound by written confidentiality obligations.

Option C: The Receiving Party will implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure. Remove this if not applicable.

5. Exclusions from Confidentiality

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

Is or becomes publicly available through no fault of the Receiving Party.

Was already known to the Receiving Party prior to its disclosure by the Disclosing Party.

Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.

Is independently developed by the Receiving Party without use of or reference to the Confidential Information.

Is required to be disclosed by law or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.

6. Term

The confidentiality obligations under this Agreement shall continue for:

Option A: One (1) year from the Effective Date.

Option B: Two (2) years from the Effective Date.

Option C: Indefinitely.

Option D: As long as the information remains a trade secret under Wyoming law.

7. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall:

Promptly return all Confidential Information to the Disclosing Party.

Option A: Or, at the Disclosing Party's option, destroy all Confidential Information and certify such destruction in writing to the Disclosing Party. Remove option if returning information only.

8. Remedies for Breach

The Disclosing Party shall be entitled to:

Option A: Injunctive relief to prevent any actual or threatened breach of this Agreement.

Option B: Monetary damages for any breach of this Agreement.

Option C: Indemnification from any loss resulting from breach of the agreement.

Option D: Other equitable remedies. [Specify Other Equitable Remedies].

9. Notification of Unauthorized Disclosure

The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information. Such notification must be within [Number] days of discovery.

10. Permitted Disclosures

The Receiving Party may disclose Confidential Information:

To its employees who have a need to know the information to fulfill the Purpose.

As required by law or regulation, provided that the Receiving Party provides the Disclosing Party with reasonable notice and an opportunity to contest the disclosure.

For governmental filings.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of:

Option A: The State of Wyoming, without regard to its conflict of law principles. If you choose another state, please remove this option.

Option B: [Specify Other State], without regard to its conflict of law principles. If you choose Wyoming, please remove this option.

12. Dispute Resolution

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

Option A: In the state or federal courts located in [Specify Wyoming County], Wyoming.

Option B: By binding arbitration in Wyoming in accordance with the rules of the American Arbitration Association.

Option C: Through non-binding mediation.

13. Non-Circumvention, Non-Solicitation, No Partnership

Option A: Non-Circumvention: The Receiving Party agrees not to circumvent the Disclosing Party in any business opportunities related to the Confidential Information. Remove if not applicable

Option B: Non-Solicitation: The Receiving Party agrees not to solicit employees or customers of the Disclosing Party for a period of [Number] years. Remove if not applicable

Option C: No Partnership or Agency: Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Remove if not applicable

14. 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.

15. Assignability

This Agreement:

Option A: May not be assigned by either party without the prior written consent of the other party.

Option B: *[Remove if Option A is used]* May be assigned by either party.

16. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

17. Notice

All notices 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.

Sent by email with confirmation of receipt.

The addresses for notice shall be:

Disclosing Party: [Disclosing Party Notice Address], [Disclosing Party Notice Email]

Receiving Party: [Receiving Party Notice Address], [Receiving Party Notice Email]

18. Counterparts and Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Option A: Electronic signatures shall be acceptable. Remove if electronic signatures not acceptable.

19. 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.

20. Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any other breach.

21. Enforceability and Compliance with Wyoming Law

This Agreement is intended to be enforceable to the fullest extent permitted by Wyoming law.

Option A: The parties acknowledge that Wyoming law generally favors the enforcement of non-disclosure agreements.

Option B: *[Remove if Option A is used]* The parties make no special acknowledgement about the nature of Wyoming law.

22. Attorney's Fees

Option A: In the event of any dispute arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs. Remove this provision if not applicable.

23. Injunctive Relief

The parties acknowledge that monetary damages may be an insufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to prevent any actual or threatened breach.

24. Whistleblower Protection

Nothing in this Agreement shall be construed to prohibit either party from reporting possible violations of federal law or regulation to any governmental agency or entity, or from making other disclosures that are protected under whistleblower provisions of federal law or regulation.

25. Integration with Related Agreements

Option A: This Agreement is integrated with and forms a part of the [Specify Related Agreement, e.g., Employment Agreement, Purchase Agreement] dated [Date of Related Agreement]. Remove this if not applicable.

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

____________________________ [Disclosing Party Printed Name] [Disclosing Party Title] [Disclosing Party Entity] Date: [Date]

____________________________ [Receiving Party Printed Name] [Receiving Party Title] [Receiving Party Entity] Date: [Date]