Blank Non-disclosure Agreement Template for the State of Minnesota

Minnesota Non-disclosure Agreement

This Minnesota Non-disclosure Agreement (the "Agreement") is entered into on ______ [insert date] between ______ [insert name of the disclosing party] ("Disclosing Party"), with its principal place of business located at ______ [insert address], and ______ [insert name of the receiving party] ("Receiving Party"), with its principal place of business located at ______ [insert address], collectively referred to as the "Parties."

WHEREAS, the Parties intend to engage in discussions concerning ______ [insert description of the purpose of the discussions], and in connection with these discussions, it may be necessary for Disclosing Party to disclose certain confidential and proprietary information to Receiving Party for the purpose stipulated herein.

WHEREAS, the Receiving Party agrees to receive and use such confidential information solely for the permitted purpose and to maintain the confidentiality of such information in accordance with the terms of this Agreement and applicable Minnesota law.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall mean all non-public information disclosed by Disclosing Party to Receiving Party, including, but not limited to, any data, formula, pattern, compilation, program, device, method, technique, or process, whether communicated in written, oral, electronic, or any other form.

2. Exclusions from Confidential Information

Confidential Information shall not include information which: (i) becomes publicly known through no breach of this Agreement by Receiving Party; (ii) was known by Receiving Party prior to receipt from Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of the Confidential Information.

3. Obligation of Confidentiality

Receiving Party shall: (i) maintain in confidence and not disclose any Confidential Information to third parties except as permitted by this Agreement; (ii) use the Confidential Information solely for the purpose of evaluating or engaging in the proposed transaction or relationship; (iii) notify Disclosing Party promptly of any unauthorized use or disclosure of Confidential Information; and (iv) cooperate with Disclosing Party in any reasonable investigation or remedy of any such unauthorized use or disclosure.

4. Term

This Agreement shall commence on the Effective Date and shall continue in effect until ______ [insert termination date or event], unless sooner terminated by either Party upon ______ [insert number of days] days written notice to the other Party.

5. Return of Confidential Information

Upon termination of this Agreement, or upon Disclosing Party's written request at any time, Receiving Party shall promptly return or destroy all copies of Confidential Information received from Disclosing Party, at the discretion of the Disclosing Party.

6. Governing Law

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.

Signatures

IN WITNESS WHEREOF, the Parties hereto have executed this Minnesota Non-disclosure Agreement as of the Effective Date first above written.

Disclosing Party: ______ [insert signature]

Print Name: ______ [insert print name]

Date: ______ [insert date]

Receiving Party: ______ [insert signature]

Print Name: ______ [insert print name]

Date: ______ [insert date]