Wyoming partnership nda template

Wyoming Partnership Non-Disclosure Agreement (NDA)

This Wyoming Partnership Non-Disclosure Agreement (the "Agreement") is made and effective as of this [Date] by and among:

[Partner 1 Name], residing at [Partner 1 Address], and doing business as [Partner 1 Business Name], and whose contact information is [Partner 1 Contact Information].

[Partner 2 Name], residing at [Partner 2 Address], and doing business as [Partner 2 Business Name], and whose contact information is [Partner 2 Contact Information].

[Partner 3 Name], residing at [Partner 3 Address], and doing business as [Partner 3 Business Name], and whose contact information is [Partner 3 Contact Information].

(Each individually, a "Partner" and collectively, the "Partners").

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by one Partner (the "Disclosing Partner") to another Partner (the "Receiving Partner") relating to the Partnership’s business, including but not limited to:

• Partnership agreements and amendments
• Internal management procedures
• Financial statements and data
• Profit and loss allocations
• Capital contributions
• Client and vendor lists relevant to the Partnership
• Proprietary business processes
• Technology
• Intellectual property
• Strategic plans
• Marketing materials
• Investment opportunities
• Oral, written, digital, or physical disclosures directly connected to the Partnership’s business activities.

2. Exclusions from Confidentiality

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

• Is or becomes generally available to the public other than as a result of disclosure by the Receiving Partner.
• Option A: Was known to the Receiving Partner prior to its disclosure by the Disclosing Partner, as evidenced by its written records.
• Option B: Was known to the Receiving Partner prior to its disclosure by the Disclosing Partner without requiring written record evidence.
• Is independently developed by the Receiving Partner without use of the Confidential Information.
• Is rightfully received by the Receiving Partner from a third party who is not under any obligation of confidentiality to the Disclosing Partner.
• Is required to be disclosed by law, court order, or governmental authority. In such event, the Receiving Partner will provide the Disclosing Partner with as much notice as practicable prior to such disclosure.

3. Permitted Use

The Receiving Partner agrees to use the Confidential Information solely for purposes related to its role and activities within the Partnership.

• The Confidential Information shall not be used for the individual benefit of any Partner.
• The Confidential Information shall not be transferred, sold, or otherwise disclosed outside of expressly authorized Partnership functions.

4. Obligations of the Receiving Partner

Each Partner agrees to safeguard the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. This includes:

• Establishing and maintaining appropriate internal controls to prevent unauthorized access to or disclosure of the Confidential Information.
• Educating all partners and staff about the importance of protecting the Confidential Information.
• Limiting access to the Confidential Information to those Partners and staff members who have a need to know the information for Partnership-related purposes, as determined by the management of the partnership.
• Maintaining secure recordkeeping practices to prevent the loss or theft of the Confidential Information.
• Identifying responsible partners under Wyoming law who will be specifically responsible for overseeing the protection of the Confidential Information.

5. Term

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

• Option A: For the term of the Partnership and for a period of [Number] years following the dissolution of the Partnership or the withdrawal of a Partner.
• Option B: For the term of the Partnership and permanently with respect to trade secrets, as defined under the Wyoming Uniform Trade Secrets Act.

6. Return or Destruction of Confidential Information

Upon termination of the Partnership, upon the withdrawal of a Partner, or at the written request of the Disclosing Partner, the Receiving Partner will:

• Option A: Promptly return to the Disclosing Partner all tangible embodiments of the Confidential Information, including all copies and excerpts thereof.
• Option B: Promptly destroy all tangible embodiments of the Confidential Information, including all copies and excerpts thereof, and certify in writing to the Disclosing Partner that such destruction has been completed.

7. Notification of Unauthorized Disclosure

Each Partner agrees to immediately notify all other Partners in writing upon discovery of any unauthorized disclosure, loss, or misuse of the Confidential Information. The Partner will also cooperate fully with all other Partners in taking reasonable steps to mitigate the damage caused by such disclosure, loss, or misuse, including participating in legal action if deemed necessary.

8. Remedies for Breach

In the event of a breach of this Agreement, the non-breaching Partners will be entitled to:

• Recover actual and consequential damages.
• Seek specific performance and injunctive relief to prevent further breach of this Agreement.
• Be indemnified by the breaching Partner for any losses, damages, or expenses incurred as a result of the breach.
• Option A: Stipulated penalties in the amount of [Dollar Amount] per breach.
• Option B: No stipulated penalties.

9. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. Any dispute arising under or relating to this Agreement will be resolved in the competent courts or arbitral institution located in [City, Wyoming].

10. Dispute Resolution

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

• First, the managing partners of the partnership will attempt to resolve the dispute through good-faith negotiation.
• If negotiation fails, the parties will attempt to resolve the dispute through mediation, in [City, Wyoming].
• If mediation fails, the dispute will be resolved by binding arbitration in accordance with the rules of [Arbitration Organization] in [City, Wyoming]. The costs of arbitration will be shared equally by the parties.

11. No Alteration of Partnership Rights

This Agreement is intended to supplement, and not to replace, the Partnership Agreement. Nothing in this Agreement will alter or diminish any Partner's fundamental partnership rights and duties, fiduciary obligations, or limitations imposed under the Wyoming Uniform Partnership Act.

12. Data Protection

Each Partner will comply with all applicable Wyoming state privacy statutes and sectoral regulations with respect to the collection, use, and disclosure of personal information. No Partner will disclose personal information in violation of such laws.

13. Precedence

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. Amendments to this Agreement must be in writing and signed by all Partners.

14. Authority

Each Partner represents and warrants that it has the authority to enter into this Agreement and to bind the Partnership to its terms.

15. Severability

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

16. Notice

All notices required or permitted under this Agreement must be in writing and will be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by electronic mail, to the address specified above for each Partner.

17. Mutuality

• Option A: The confidentiality obligations under this Agreement are mutual, applying equally to all Partners.
• Option B: The confidentiality obligations under this Agreement are one-way, with [Partner Name(s)] being the Disclosing Party and all other Partners being the Receiving Party.

18. Integration with Partnership Agreement

This Agreement may be directly linked to the Partnership Agreement and will be reviewed and updated periodically in accordance with changes in the Wyoming business and legal environment.

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

[Partner 1 Name]

Signature: ____________________________

[Partner 2 Name]

Signature: ____________________________

[Partner 3 Name]

Signature: ____________________________