Non-Disclosure Agreement - Mutual (Connecticut)

MUTUAL NON-DISCLOSURE AGREEMENT (CONNECTICUT)

("Agreement")

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Parties. This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between:

(a) [Full Legal Name of Party A], a [Jurisdiction & Entity Type], having a principal place of business at [Address] ("Party A"); and
(b) [Full Legal Name of Party B], a [Jurisdiction & Entity Type], having a principal place of business at [Address] ("Party B", and together with Party A, each a "Party" and collectively, the "Parties").

1.2 Recitals.
WHEREAS, each Party possesses certain proprietary or confidential information and desires to disclose such information to the other Party solely for the purpose of [describe transaction/project] (the "Permitted Purpose"); and
WHEREAS, the Parties wish to protect the confidentiality of such information in accordance with the terms set forth herein and in consideration of the mutual promises contained herein;

NOW, THEREFORE, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set out below:

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.

"Confidential Information" means all non-public, proprietary, or confidential data or information disclosed by a Disclosing Party to a Receiving Party, in any form, whether oral, written, electronic, visual, or otherwise, that is identified as confidential or that a reasonable person should understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Trade Secrets.

"Disclosing Party" means the Party (or its Affiliate) disclosing Confidential Information.

"Receiving Party" means the Party (or its Affiliate) receiving Confidential Information.

"Representatives" means a Party's and its Affiliates' directors, officers, employees, agents, consultants, advisors, and potential financing sources who have a legitimate need to know the Confidential Information for the Permitted Purpose.

"Trade Secret" means Confidential Information for which the owner has taken reasonable measures to preserve secrecy and that derives actual or potential independent economic value from not being generally known and not being readily ascertainable through proper means by another person who can obtain economic value from its disclosure or use. This contractual label does not by itself establish trade-secret status under federal or Connecticut law.

3. OPERATIVE PROVISIONS

3.1 Confidentiality Obligations. The Receiving Party shall:
(a) hold all Confidential Information in strict confidence using at least the degree of care it employs to protect its own information of similar sensitivity, and in no event less than a commercially reasonable degree of care;
(b) use the Confidential Information solely for the Permitted Purpose;
(c) restrict disclosure of Confidential Information only to its Representatives who need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein; and
(d) be liable for any breach of this Agreement by its Representatives.

3.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written records:
(a) is or becomes publicly available through no breach of this Agreement;
(b) is received from a third party without breach of any confidentiality obligation;
(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
(d) is approved in writing for release by the Disclosing Party.

3.3 Mandatory Disclosures. If the Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice to permit the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of Confidential Information legally required and shall use reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

3.4 Return or Destruction. Upon the earlier of (i) written request by the Disclosing Party or (ii) termination of this Agreement, the Receiving Party shall promptly return or destroy (at Disclosing Party's election) all Confidential Information and all copies, summaries, and extracts thereof, except that the Receiving Party may retain one (1) archival copy for compliance purposes and any electronically stored Confidential Information created pursuant to routine backup procedures, provided such retained materials remain subject to this Agreement.

3.5 No Transfer of Rights. Disclosure does not transfer title or grant a license under any patent, copyright, trademark, trade-secret, or other intellectual-property right, except for the limited contractual permission to use Confidential Information for the Permitted Purpose. This clause does not decide ownership of information or rights that the Receiving Party already possesses.

3.6 Term. The obligations of confidentiality and non-use contained herein shall commence on the Effective Date and, with respect to Confidential Information that does not qualify as a Trade Secret, survive for [three (3)] years after termination or expiration of this Agreement. Trade Secret obligations survive so long as the information remains a Trade Secret under applicable law.

3.7 18 U.S.C. § 1833(b) Notice for Covered Individuals. Use this section when this Agreement governs an employee's use of a trade secret or other confidential information. For this notice, “employee” includes an individual performing work as a contractor or consultant for an employer.

(a) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is (i) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

(c) Except as expressly provided by § 1833(b), nothing in this notice authorizes, or limits liability for, an act otherwise prohibited by law, such as unlawful access to material by unauthorized means.

4. REPRESENTATIONS & WARRANTIES

4.1 Authority. Each Party represents and warrants that:
(a) it has full corporate power and authority to execute, deliver, and perform this Agreement;
(b) its execution and performance of this Agreement will not violate any other agreement by which it is bound.

4.2 No Warranty as to Information. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

4.3 Survival. The representations and warranties in Sections 4.1 and 4.2 shall survive the termination or expiration of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Prohibited Actions. The Receiving Party shall not (and shall cause its Representatives not to):
(a) decompile, disassemble, reverse-engineer, or otherwise attempt to derive the composition or underlying information of identified materials, except as expressly permitted in a counsel-reviewed schedule and subject to any right that applicable law makes nonwaivable;
(b) remove, obscure, or deface any confidentiality or proprietary notices.

5.2 Notice of Unauthorized Use. The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information and shall cooperate with the Disclosing Party to regain possession of such information and prevent further unauthorized use.

5.3 Regulated Information Gate. Before disclosing personal data, health information, financial information, export-controlled material, government information, source code, or other regulated information, the Parties shall identify the applicable roles and requirements in a separate counsel-reviewed schedule. This Agreement alone does not supply a privacy, security, incident-response, records, export, or data-processing program.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any breach of Sections 3 or 5 constitutes an "Event of Default."

6.2 Cure Period. Upon written notice of an Event of Default, the defaulting Party shall have [five (5)] business days to cure, if the breach is capable of cure; provided, however, that unauthorized disclosure of Trade Secrets or other irreparable harm is deemed incapable of adequate cure.

6.3 Injunctive Relief. A breach or threatened breach may cause harm for which monetary relief is inadequate. The non-breaching Party may seek temporary, preliminary, or permanent injunctive relief and specific performance. Entitlement, proof of irreparable harm, security, and scope remain for the court under applicable law.

6.4 Damages, Fees, and Costs. Subject to proof, defenses, enforceability, and Section 7.1, the non-breaching Party may seek actual damages. The Parties also agree that a prevailing Party may seek reasonable attorneys' fees and costs incurred to enforce this Agreement, to the extent a court or selected arbitrator enforces this fee provision.

7. RISK ALLOCATION

7.1 Limitation of Liability. NO CONTRACTUAL LIABILITY CAP. The Parties agree that this Agreement imposes no contractual dollar cap. This clause does not create a remedy, eliminate proof or defenses, or expand recovery beyond relief available for the established claim.

7.2 No Indemnification. The Parties agree that this Agreement does not create any indemnification obligations.

7.3 Force Majeure. Neither Party shall be liable for a delay in a non-confidentiality performance obligation to the extent caused by an event beyond its reasonable control, if the affected Party promptly gives notice, mitigates the effect, and resumes performance when reasonably possible. This clause does not excuse confidentiality, non-use, access-control, incident-notice, return/destruction, or legal-compliance obligations.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and all disputes arising out of or relating hereto shall be governed by and construed in accordance with the laws of Connecticut, without regard to its conflict-of-laws principles.

8.2 Arbitration — Select or Delete. ☐ The Parties select binding arbitration administered by [institution] under [identified rules and version], before [number] neutral arbitrator(s), seated in [CITY], Connecticut. Counsel shall complete the allocation of fees, discovery, emergency relief, confidentiality, reasoned award, appeal, and court-enforcement terms. If this option is not selected and completed, delete this section and conform Sections 8.3 and 8.4.

8.3 Forum — Counsel to Complete. Subject to any selected arbitration clause and nonwaivable jurisdiction or venue rule, the Parties consent to [exclusive / nonexclusive] jurisdiction in [identified Connecticut state court and/or federal district] for claims that may be brought in court. Counsel shall confirm subject-matter jurisdiction, venue, party status, and the relationship to emergency or provisional relief.

8.4 Jury Waiver — Select or Delete After Counsel Review. ☐ EACH PARTY, AFTER THE OPPORTUNITY TO CONSULT COUNSEL, KNOWINGLY AND VOLUNTARILY WAIVES A JURY TRIAL TO THE EXTENT THE WAIVER IS ENFORCEABLE FOR THE PARTICULAR CLAIM AND FORUM. Delete this clause if not affirmatively selected.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or modification of this Agreement is valid unless in writing and signed by authorized representatives of both Parties. No waiver of any breach is deemed a waiver of any other breach.

9.2 Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of the other Party, except that either Party may assign this Agreement without such consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets; provided the assignee agrees in writing to be bound by this Agreement. Any prohibited assignment is void.

9.3 Successors & Assigns. This Agreement binds and benefits the Parties and their respective permitted successors and assigns.

9.4 Severability. If a provision is held invalid or unenforceable, the remaining provisions continue to the extent they can operate independently. A court or arbitrator may modify the affected provision only to the extent permitted by applicable law and consistent with the Parties' lawful intent.

9.5 Integration. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements or understandings. Each Party acknowledges that it has not relied on any statement or promise not expressly contained herein.

9.6 Counterparts; Electronic Signatures. The Parties intend that counterparts form one agreement and that counsel-approved electronic-signature methods be accepted, subject to applicable law and any transaction-specific execution requirement.

9.7 Notice. All notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email (with confirmation of receipt), to the addresses set forth below (or as updated by written notice). Notice is effective (a) upon receipt if delivered personally, (b) one business day after deposit with an overnight courier, (c) three business days after deposit with the postal service, or (d) upon confirmed receipt of email (excluding automated responses).

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.