The Non Disclosure Agreement Between Partners is essential when two or more parties plan to engage in business activities requiring the exchange of sensitive information. This U.S.-governed document is commonly used in situations where partners need to share trade secrets, proprietary information, business strategies, or other confidential data while maintaining legal protection. It's particularly relevant for business partnerships, joint ventures, and strategic alliances where mutual trust and confidentiality are paramount to success.
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1. Parties: Identification and details of all parties entering into the NDA
2. Background: Context and purpose of the NDA
3. Definitions: Key terms used in the agreement, including 'Confidential Information'
4. Confidentiality Obligations: Core obligations regarding handling and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed
6. Term and Termination: Duration of the agreement and conditions for termination
7. Return of Confidential Information: Procedures for returning or destroying confidential information
8. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for dispute resolution
1. Residual Rights: Provisions regarding information retained in unaided memory, typically used when dealing with professional service providers or consultants
2. Non-Solicitation: Restrictions on soliciting employees or customers, included when sharing sensitive business relationship information
3. Non-Competition: Restrictions on competing activities, relevant when sharing business strategy or trade secrets
4. Remedies: Specific remedies available in case of breach, including injunctive relief
1. Schedule A - Description of Confidential Information: Detailed list or categories of protected information
2. Schedule B - Authorized Representatives: List of individuals authorized to receive confidential information
3. Schedule C - Security Procedures: Specific procedures for handling and protecting confidential information
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