MUTUAL NON-DISCLOSURE AGREEMENT (NEW HAMPSHIRE)
("Agreement")
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- 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").
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");
NOW, THEREFORE, the Parties agree as follows:
2. DEFINITIONS
"Confidential Information" means all non-public, proprietary, or confidential data or information disclosed by a Disclosing Party.
"Trade Secret" means information as contemplated under 18 U.S.C. Section 1836, et seq. and New Hampshire Revised Statutes Annotated Section 350-B:1 et seq.
3. OPERATIVE PROVISIONS
3.1 Confidentiality Obligations. Strict confidence; use solely for Permitted Purpose.
3.2 Exclusions. Standard exclusions.
3.3 Mandatory Disclosures. Prompt notice required.
3.4 Return or Destruction. Upon request or termination.
3.5 No License. Property of Disclosing Party.
3.6 Term. [Three (3)] years; Trade Secrets indefinitely.
4. REPRESENTATIONS & WARRANTIES
4.1 Authority. Full power and authority.
4.2 No Warranty. "AS IS."
5. COVENANTS & RESTRICTIONS
5.1 Prohibited Actions. No reverse-engineering.
5.2 Notice. Immediate notification.
5.3 Compliance. Comply with laws, including New Hampshire Privacy Act where applicable.
6. DEFAULT & REMEDIES
6.1 Events of Default. Breach of Sections 3 or 5.
6.2 Injunctive Relief. Available without bond.
6.3 Damages. Actual damages recoverable.
7. RISK ALLOCATION
7.1 Limitation of Liability. NO LIABILITY CAP.
7.2 No Indemnification.
8. DISPUTE RESOLUTION
8.1 Governing Law. New Hampshire.
8.2 Arbitration. [CITY], New Hampshire.
8.3 Exclusive Forum. [COUNTY], New Hampshire.
8.4 Jury Waiver. WAIVED.
9. GENERAL PROVISIONS
Standard provisions.
10. EXECUTION BLOCK
| PARTY A | PARTY B |
|---|---|
| [Full Legal Name of Party A] | [Full Legal Name of Party B] |
| By: ____________________________ | By: ____________________________ |
| Name: [Printed Name] | Name: [Printed Name] |
| Title: [Title] | Title: [Title] |
| Date: __________________________ | Date: __________________________ |
(c) [Year] All rights reserved.