1. Purpose
The Disclosing Party wishes to disclose certain confidential and proprietary information to the Receiving Party for the purpose of [[Purpose of Disclosure, e.g., evaluating a potential business relationship, performing services, or other specified purpose]] (the "Purpose"). This Agreement sets forth the terms under which such information will be protected.
2. Definition of Confidential Information
"Confidential Information" means any non-public information, whether in written, oral, electronic, or other form, that is disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, including but not limited to:
- Business plans, strategies, forecasts, financial statements, budgets, projections, and investor information.
- Customer and supplier lists, contact information, pricing structures, contract terms, and purchasing histories.
- Technical data, know-how, formulas, processes, algorithms, software source code and object code, designs, drawings, specifications, and inventions (whether patented or not).
- Marketing plans, advertising strategies, trade secrets, proprietary methods, research and development information, and internal policies.
- Personnel information, compensation data, and organizational charts (to the extent not public).
- Any other information that is marked "Confidential," "Proprietary," "Trade Secret," or with a similar legend, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
- Information disclosed orally that is identified as confidential at the time of disclosure and summarized in writing within thirty (30) days thereafter.
- The existence of discussions between the Parties and the fact that Confidential Information has been disclosed.
The Disclosing Party shall use reasonable efforts to mark or identify Confidential Information at the time of disclosure.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly available through no fault or action of the Receiving Party
- Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party without obligation of confidentiality
- Is rightfully received from a third party without breach of any confidentiality obligation
- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information
- Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party (to the extent legally permitted) to allow the Disclosing Party to seek a protective order
4. Permitted Use and Purpose
The Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose without the prior written consent of the Disclosing Party. The Receiving Party shall not reverse engineer, decompile, disassemble, or create derivative works from any Confidential Information except as expressly authorized.
5. Obligations of Receiving Party
The Receiving Party agrees to:
- Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it (including precautions at least as protective as those used for its own confidential information of like importance, but in no event less than reasonable care).
- Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, or advisors who have a need to know for the Purpose and who are bound by written confidentiality obligations at least as restrictive as those in this Agreement.
- Be responsible for any breach of this Agreement by its employees, contractors, or advisors.
- Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure and cooperate fully in any investigation or remedial action.
- Not copy or reproduce Confidential Information except as necessary for the Purpose, and mark all copies with appropriate confidentiality legends.
- Limit access to Confidential Information to the minimum number of personnel required and maintain a written list of all individuals who have accessed the information upon request.
- Use industry-standard technical, administrative, and physical safeguards to protect electronic Confidential Information from unauthorized access, use, or disclosure.
- Not use the Confidential Information to develop competing products or services or for any competitive analysis without express written permission.
- Comply with all applicable data protection and privacy laws when handling any personal data included in the Confidential Information.
- Upon request, permit the Disclosing Party to audit the Receiving Party's compliance with the confidentiality obligations under this Agreement during normal business hours with reasonable notice.
6. Term and Survival
This Agreement shall remain in effect for a period of [[Term Duration, e.g., three (3) years]] from the Effective Date, or until the earlier termination by either Party upon written notice. The obligations of confidentiality and non-use with respect to trade secrets shall survive indefinitely or for the maximum period permitted by Minnesota law (Minn. Stat. ch. 325C, the Minnesota Uniform Trade Secrets Act). For other Confidential Information, the obligations shall survive for [[Survival Period, e.g., five (5) years]] after termination or expiration of this Agreement.
7. Return or Destruction of Materials
Upon written request by the Disclosing Party, or upon termination of discussions or the Purpose, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all Confidential Information in its possession (including all copies, notes, and derivatives), and certify in writing that such return or destruction has been completed. The Receiving Party may retain one (1) copy solely for archival or legal compliance purposes, which shall remain subject to the terms of this Agreement.
8. No License or Warranty
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trademark, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein. All Confidential Information is provided "AS IS" without warranty of any kind.
9. Remedies
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies, without the necessity of proving actual damages or posting any bond, in addition to any other rights and remedies available at law or in equity. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.
10. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in [[Venue County, e.g., Hennepin County, Minnesota]], and each Party consents to personal jurisdiction and venue there.
11. Return or Destruction Certification
Within ten (10) business days after any request by the Disclosing Party, the Receiving Party shall provide a written certification signed by an officer or authorized representative confirming that all Confidential Information (including all copies, notes, summaries, and derivatives in any form) has been returned or securely destroyed in accordance with Section 7. The certification shall describe the method of destruction where applicable.
12. Residuals
The Receiving Party may use residual knowledge and general skills gained from exposure to the Confidential Information in the ordinary course of its business, provided that such use does not involve any unauthorized disclosure of specific Confidential Information or violation of any intellectual property rights of the Disclosing Party. This clause does not grant any license to the Disclosing Party's intellectual property.
13. Export Controls
The Receiving Party shall comply with all applicable U.S. and Minnesota export control laws and regulations when handling any Confidential Information that may be subject to such controls. The Receiving Party shall not export, re-export, or transfer any Confidential Information in violation of such laws.
14. Publicity
Neither Party shall issue any press release or make any public announcement regarding this Agreement or the Purpose without the prior written approval of the other Party, except as required by law or regulation.
15. Indemnification
The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Receiving Party's breach of this Agreement or unauthorized use or disclosure of Confidential Information.
16. Injunctive Relief Acknowledgment
The Receiving Party acknowledges and agrees that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, without proof of actual damages, in addition to any other remedies available at law or equity.
17. Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature.
18. Counterparts and Electronic Signatures
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (including DocuSign or similar) and PDF or electronic transmission of signed copies shall be deemed valid and binding for all purposes.
19. Construction
The headings in this Agreement are for convenience only and shall not affect interpretation. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation." References to "Sections" are to sections of this Agreement.
20. Miscellaneous
- Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
- Amendments. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties.
- Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.
- Assignment. Neither Party may assign this Agreement without prior written consent, except that the Disclosing Party may assign to an affiliate or successor in connection with a merger or sale of assets.
- Notices. All notices shall be in writing and delivered by certified mail, overnight courier, or email with confirmation of receipt to the addresses set forth below or as updated in writing.
- Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
- No Obligation. Nothing in this Agreement obligates either Party to enter into any further agreement or business relationship.
- Waiver. The failure of either Party to enforce any right or provision shall not constitute a waiver of that or any other right or provision.
- Relationship of Parties. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
12. Attorney Review Disclaimer
This is a template for illustrative and educational purposes. It is not legal advice. Trade secret and confidentiality laws vary; verify enforceability and compliance with Minnesota Uniform Trade Secrets Act (Minn. Stat. ch. 325C) and other applicable law. Consult a licensed Minnesota attorney before use. As of June 2026.
12A. Specific Performance and Additional Remedies
In addition to injunctive relief, the Disclosing Party reserves the right to pursue all available legal and equitable remedies, including but not limited to claims for misappropriation of trade secrets under Minnesota and federal law (Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.), breach of contract, and tortious interference. The Receiving Party waives any defense based on the adequacy of legal remedies.
12B. Data Security Addendum
If the Confidential Information includes any personal data or sensitive information, the Receiving Party agrees to implement and maintain a written information security program that complies with applicable Minnesota data breach notification laws (Minn. Stat. § 325E.61 et seq.) and industry standards such as NIST or ISO 27001. Any security incident affecting the Confidential Information must be reported to the Disclosing Party within forty-eight (48) hours.
Sources (as of 2026-06): Minn. Stat. ch. 325C (Minnesota Uniform Trade Secrets Act); general Minnesota contract law principles. Cross-checked against standard NDA forms and Uniform Trade Secrets Act commentary.
Disclosing Party:
Signature: ______________________________ Date: ___________
Printed Name: [[Disclosing Party Full Legal Name]]
Title: [[Title]]
Address: [[Address]]
Email: [[Email]]
Receiving Party:
Signature: ______________________________ Date: ___________
Printed Name: [[Receiving Party Full Legal Name]]
Title: [[Title]]
Address: [[Address]]
Email: [[Email]]
Template - not professional advice. Verify all terms against current Minnesota law and the specific facts of the disclosure. Both parties should consult a licensed attorney.
