Michigan Non-Disclosure Agreement Template
This Unilateral Non-Disclosure Agreement (this “Agreement,” or “NDA”) dated on [Document.CreatedDate] (the Effective Date”) by and between [Sender.Company], a [Sender.State][Sender.Type of legal entity], having its principal place of business at [Sender.StreetAddress] (the “Company”) and [Client.Company], a [Client.State][Client.Type of legal entity], having its principal place of business at [Client.StreetAddress] (the “Client”) who agrees to be bound by this Agreement.
Whereas, [Sender.Company] (to be referred to herein as “Company”) is the owner of confidential and proprietary information (collectively referred to as “Confidential Information”)
Whereas, [Client.Company] (to be referred to herein as “Client”) has entered into an agreement with Company which will require the compilation and exchange of Confidential Information between Company and Client and Clients employees and/or agents.
Whereas, the Parties have formed this Agreement to protect Company’s Confidential Information from unauthorized disclosure while the parties have another agreement in place.
The parties hereby agree as follows:
“Confidential Information” shall mean any non-public, proprietary information (whether or not patentable or copyrightable, and whether or not currently patented or copyrighted) which is owned or controlled by a Company, whether in tangible or intangible form and including information that is derived through observation or examination of the Company’s facilities or operations, including without limitation, the fact that any Party has entered into this Agreement or provided or obtained services from the other, trade secrets, know-how, designs, product samples, product formulations, prototypes, data, processes, formulas, methods, materials, analyses, reports, compilations, research notes, technology, manufacturing techniques, pricing, the identity of and information relating to services, equipment, procedures, customers, suppliers or employees, sales and marketing information, financial information and any other non-public business information.
Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Client; (b) was rightfully in the Client’s possession prior to receipt from the Company as evidenced by the Client’s contemporaneously written records; (c) is received by the Client from a third party on a non-confidential basis, unless the Client knows that the third party is bound by an obligation of confidentiality (contractual, legal, fiduciary or otherwise) to the Company or any other party with respect to such information; or (d) is or was independently developed by the Client without reference to or reliance upon the Confidential Information received from the Company as evidenced by the Client’s contemporaneously written records.
“Trade Secret” is defined by the Michigan Uniform Trade Secrets Act (MUTSA) as information that both derives independent economic value from not being known to others and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Protection of Confidential Information
The Client shall not without express written consent from Company, disclose any Confidential Information to parties outside of this Agreement.
During the term of this Agreement, the Parties may exchange Confidential Information in furtherance of the performance of their respective duties under this Agreement.
Client shall protect and hold in confidence all Confidential Information of the Company, using the same degree of care it uses to protect its own valuable information, providing it shall use no less than reasonable care. The Client shall limit its disclosure of the Confidential Information to its directors, officers, employees, Affiliates and/or subcontractors (collectively referred to herein as “Representatives”) who have a “need to know” such Confidential Information to carry out the purpose of this Agreement, and who are subject to legally enforceable obligations in connection with such Confidential Information, which are no less restrictive than those imposed on the Client under this Agreement. The Client also shall not attempt to copy the design, samples or prototypes, or any components thereof, of any Confidential Information for any purpose. The Client shall be responsible for any breach of this Agreement by it or its Representatives.
Notwithstanding anything to the contrary contained in this Agreement, Confidential Information may be disclosed by a Client as required by applicable law or legal process, provided the Client notifies the Company prior to such disclosure, except where such notice is impracticable or prohibited by law, so as to afford the Company a reasonable opportunity to object or seek an appropriate protecting order with respect to such disclosure. Notwithstanding the foregoing, Confidential Information that is disclosed pursuant to applicable law or legal process shall remain Confidential Information for all other purposes of this Agreement.
At the written request of the Company, the Client shall return or destroy, at the Company’s option, all Confidential Information, provided, however, that the Client may retain one copy of any such Confidential Information as necessary in the ordinary course of business
This Non-Disclosure Agreement shall remain in effect for the term of the related Agreement, PLUS five years after the termination of the original Agreement.
The Parties agree to comply with the terms of this NDA for the full term described above to best protect the interest of each party.
The Parties agree that this Agreement shall be construed under and governed in accordance with all applicable laws of Michigan and any disputes arising out of this NDA shall be filed with a mediator or Court of Law in Michigan.
Enforcement of NDA
The Parties acknowledge and agree that breach of this NDA may constitute material breach of the related Agreement, which may be grounds for termination of the Agreement between the Parties. The Parties agree to notify the other of any suspected authorized disclosure, and take reasonable action to remedy that disclosure.
The Parties agree that this NDA complies with the requirements set forth by the Michigan Uniform Trade Secrets Act and may only be enforceable if the requirements of the Act are met: (i) the enforcing party can show the existence of a trade secret or confidential information; (ii) the trade secret or confidential information was acquired improperly or as a result of a confidential relationship; (iii) there must be actual or threatened unauthorized use of the trade secret or confidential information.