Alabama mutual nda template

Mutual Nondisclosure Agreement for the State of Alabama

This Mutual Nondisclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

• [Disclosing Party Name], a [State of Incorporation/Organization] [Entity Type, e.g., Corporation, LLC] with its principal place of business at [Disclosing Party Address], and Alabama Secretary of State Registration Number [Registration Number] (hereinafter “Disclosing Party”);

and

• [Receiving Party Name], a [State of Incorporation/Organization] [Entity Type, e.g., Corporation, LLC] with its principal place of business at [Receiving Party Address], and Alabama Secretary of State Registration Number [Registration Number] (hereinafter “Receiving Party”).

1. Definition of Confidential Information

• Option A: “Confidential Information” means any and all information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, trade secrets (as defined under Alabama Trade Secrets Act, Ala. Code §§ 8-27-1 et seq.), technical data, marketing strategies, financial statements, product designs, manufacturing processes, customer and supplier lists, pricing information, proprietary software, research and development data, and any other information exchanged during discussions related to actual or potential collaboration, employment, or service agreements.

• Option B: “Confidential Information” means all non-public information, technical data, or know-how disclosed by the Disclosing Party to the Receiving Party, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information.

• Option C: “Confidential Information” specifically includes, but is not limited to:

• Lists of customers, suppliers, and distributors.

• Financial information, including sales figures and profit margins.

• Marketing and sales strategies.

• Software code and documentation.

• Inventions, whether patentable or not.

This Agreement shall supplement but not supersede statutory protections afforded under the Alabama Trade Secrets Act (Ala. Code §§ 8-27-1 et seq.).

2. Exclusions from Confidentiality

• Option A: The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party.

• Is already lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party.

• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

• Is lawfully received from a third party without breach of any obligation of confidentiality.

• Is required to be disclosed by valid court order or government request, provided the Receiving Party gives prompt advance notice to the Disclosing Party and makes reasonable efforts to seek protective treatment.

• Option B: The obligations of confidentiality under this Agreement do not extend to information that the Receiving Party can demonstrate:

• Was generally available to the public at the time of disclosure.

• Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party.

• Option C: Information is not considered confidential if:

• It is approved for release by written authorization from the Disclosing Party.

3. Permitted Use and Disclosure

• Option A: The Receiving Party may use the Confidential Information solely for the purpose of evaluating, negotiating, or performing the contemplated collaboration or relationship (the “Purpose”). The Receiving Party shall not use the Confidential Information for any other purpose. The Receiving Party shall not disclose or disseminate the Confidential Information to any third party, except to its employees, officers, agents, or representatives who have a clear need to know for the Purpose and who are bound in writing by equivalent confidentiality obligations.

• Option B: The Confidential Information may be used only to evaluate a potential business transaction.

• Option C: The Receiving Party will limit access to the Confidential Information to those employees who need to know such information to perform their job duties in connection with the Purpose.

4. Security Measures

• Option A: The Receiving Party shall take commercially reasonable and legally sufficient security measures as appropriate under Alabama law and industry standards to protect the Confidential Information from unauthorized access, misuse, loss, destruction, or disclosure. These measures shall include, but are not limited to, physical, electronic, and managerial safeguards. The Receiving Party shall comply with all applicable Alabama data security regulations in handling electronic records containing Confidential Information.

• Option B: The Receiving Party agrees to protect the confidentiality of the Confidential Information in the same manner as it protects the confidentiality of its own similar confidential information, but in no event using less than reasonable care.

• Option C: Security measures shall include:

• Secure password protection for electronic files.

• Restricting physical access to paper documents.

• Employee training on data security.

5. Notification of Unauthorized Disclosure

• Option A: The Receiving Party shall immediately notify the Disclosing Party in the event of any actual or suspected unauthorized disclosure or loss of the Confidential Information. The Receiving Party shall cooperate fully in the investigation, mitigation, and remediation of any such unauthorized disclosure or loss.

• Option B: Upon discovery of any unauthorized use or disclosure of the Confidential Information, the Receiving Party will promptly notify the Disclosing Party and take such steps as may be reasonably necessary to prevent its further unauthorized use or disclosure.

• Option C: Notification must include:

• A detailed description of the unauthorized disclosure.

• Steps taken to mitigate the damage.

6. Term and Termination

• Option A: This Agreement shall become effective as of the Effective Date and shall continue in full force and effect for a term of [Number] years from the Effective Date, or for so long as the Confidential Information remains a trade secret under Alabama statute. The obligations of confidentiality shall survive the termination of this Agreement or the termination of any collaborative, service, or employment relationship between the parties for a period of [Number] years following termination.

• Option B: This Agreement shall commence on the date first written above and shall continue in effect until [Date]. The confidentiality obligations shall survive termination for [Number] years.

• Option C: For trade secrets, the confidentiality obligations will continue indefinitely as long as the information qualifies as a trade secret under Alabama law.

7. Return of Materials

• Option A: Upon written demand from the Disclosing Party, termination of this Agreement, or conclusion of the relationship, the Receiving Party shall promptly return or destroy all tangible and electronic materials containing Confidential Information, including all copies thereof. The Receiving Party shall certify in writing its compliance with this provision. This obligation is subject to any mandatory record retention requirements imposed by Alabama law.

• Option B: Upon termination of this Agreement, all documents and other tangible objects containing or representing Confidential Information, and all copies thereof, shall be returned to the Disclosing Party immediately upon request.

• Option C: The Receiving Party may retain one copy of the Confidential Information for archival purposes, subject to continued confidentiality obligations.

8. Rights and Remedies

• Option A: In the event of a breach of this Agreement, the Disclosing Party shall be entitled to equitable relief, including temporary restraining orders, preliminary and permanent injunctions under Alabama Rules of Civil Procedure, as well as monetary damages, including actual losses and reasonable attorneys' fees and costs. The Receiving Party acknowledges and agrees that the Disclosing Party need not prove irreparable harm in seeking injunctive relief.

• Option B: The Disclosing Party shall be entitled to seek injunctive relief to prevent a breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

• Option C: The remedies available to the Disclosing Party shall be cumulative.

9. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through the following process: (1) good faith negotiation between the parties; (2) mediation in Alabama; and (3) if mediation is unsuccessful, binding arbitration conducted pursuant to the Alabama Uniform Arbitration Act, with venue and exclusive jurisdiction overwhelmingly favoring state or federal courts within Alabama.

• Option B: Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in [City, Alabama].

• Option C: The parties agree to first attempt to resolve any disputes through informal negotiation.

10. Governing Law

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to conflict of law principles. Any interpretation or enforcement of this Agreement shall reference Alabama precedents.

• Option B: The laws of the State of Alabama shall govern the interpretation and enforcement of this Agreement.

• Option C: Venue for any legal action related to this Agreement shall be in [County], Alabama.

11. Representations and Warranties

• Option A: Each party represents and warrants that it has the right and capacity to disclose the information it discloses under this Agreement, and that such disclosure does not conflict with any other agreements or legal obligations.

• Option B: Each party warrants that it has the authority to enter into this Agreement.

• Option C: Each party warrants that its Confidential Information is accurate and complete.

12. No License

• Option A: This Agreement does not grant any license or rights to use the other party’s intellectual property except as expressly authorized herein, with specific reference to Alabama’s business, trade secret, and intellectual property statutes.

• Option B: No license under any patent, copyright, trade secret, or other intellectual property right is granted under this Agreement or by any disclosure of Confidential Information.

• Option C: The parties agree that this Agreement does not create any joint ownership of intellectual property.

13. Severability

• Option A: If any provision of this Agreement is found to be invalid or unenforceable under Alabama law, the remainder of the Agreement shall remain in full force and effect. The parties agree that Alabama’s “blue pencil” rule may apply to modify overly broad restrictions so as to preserve enforceability under state standards.

• Option B: If a court finds any provision of this Agreement invalid or unenforceable, the remaining provisions shall remain in effect to the extent permitted by law.

• Option C: The parties will negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent.

14. Modification and Waiver

• Option A: This Agreement may be modified or waived only by a signed written amendment expressly referencing this Mutual NDA and subject to Alabama legal formalities.

• Option B: No modification of this Agreement shall be binding unless it is in writing and signed by both parties.

• Option C: A waiver of any provision of this Agreement shall not be deemed a waiver of any other provision.

15. Notices

• Option A: All notices under this Agreement shall be given in writing and delivered in accordance with a specified method permitted under Alabama law (e.g., certified mail, return receipt requested, or recognized overnight courier) to the addresses specified in the introduction to this Agreement.

• Option B: Notices may be given by email, provided that receipt is acknowledged by the recipient.

• Option C: All notices must be in English.

16. Regulatory Compliance

• Option A: Where the parties operate in specially regulated Alabama industries (e.g., health care, finance, government contracting), the parties agree to comply with all relevant Alabama state regulations such as HIPAA implementation, financial privacy, or public records law.

• Option B: The parties shall comply with all applicable federal, state, and local laws and regulations.

• Option C: Each party is responsible for its own regulatory compliance.

17. No Partnership

• Option A: The parties acknowledge that they are not forming a partnership, joint venture, or employment relationship by virtue of this Mutual NDA alone.

• Option B: Nothing in this Agreement shall be construed to create a partnership, agency, joint venture, or employment relationship between the parties.

• Option C: The parties are independent contractors.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Disclosing Party Name]

By: [Disclosing Party Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

Date: [Date]

[Receiving Party Name]

By: [Receiving Party Signature]

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title]

Date: [Date]