Alabama nda template

Alabama Non-Disclosure Agreement

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

• [Disclosing Party Name], a [Entity Type, e.g., Corporation, Individual, LLC] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and

• [Receiving Party Name], a [Entity Type, e.g., Corporation, Individual, LLC] with its principal place of business at [Receiving Party Address] (“Receiving Party”).

WHEREAS, Disclosing Party possesses certain confidential information that it desires to disclose to Receiving Party; and

WHEREAS, Receiving Party is willing to receive such confidential information subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Purpose of Disclosure:

• Option A: Business Negotiations regarding [Description of Business Negotiations].

• Option B: Potential Employment of [Employee Name] by Disclosing Party.

• Option C: Vendor Relationship between Disclosing Party and Receiving Party.

• Option D: Other: [Description of Other Purpose].

2. Mutual or Unilateral Agreement:

• Option A: Mutual: This Agreement is mutual, and both parties may disclose Confidential Information to each other.

• Option B: Unilateral: This Agreement is unilateral, and only Disclosing Party will disclose Confidential Information to Receiving Party.

3. Definition of Confidential Information:

• Confidential Information shall include, but not be limited to:

• Trade secrets, including but not limited to [Specific Examples of Trade Secrets].

• Business plans, strategies, and marketing information.

• Product designs, specifications, and prototypes.

• Customer lists, data, and information.

• Technical data, software, and related documentation.

• Financial data, including revenue, costs, and profits.

• Confidential Information shall NOT include information that:

• Is already known to Receiving Party prior to disclosure by Disclosing Party, as evidenced by Receiving Party's written records.

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

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

• Is rightfully received by Receiving Party from a third party without restriction on disclosure.

4. Obligations of Receiving Party:

• Receiving Party agrees:

• To use the Confidential Information solely for the Purpose defined in Section 1.

• To protect the confidentiality of the Confidential Information with at least the following degree of care:

• Option A: Reasonable care.

• Option B: Strict care.

• Option C: Industry-standard care.

• To limit disclosure of the Confidential Information to its employees, contractors, and agents (collectively, "Representatives") who:

• Have a need to know such information for the Purpose defined in Section 1.

• Are bound by confidentiality obligations no less restrictive than those contained herein.

• Permitted Access:

• Option A: Internal Only: Confidential Information shall only be disclosed to Receiving Party's internal personnel.

• Option B: External Access: Confidential Information may be disclosed to Receiving Party's external contractors and consultants, provided they sign a confidentiality agreement substantially similar to this one.

5. Duration of Confidentiality:

• The obligations of confidentiality under this Agreement shall continue:

• Option A: For a period of [Number] years after the date of disclosure.

• Option B: Until the Confidential Information becomes publicly available through no fault of the Receiving Party.

• Option C: In perpetuity with respect to trade secrets under the Alabama Trade Secrets Act.

6. Exceptions to Confidentiality:

• Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that:

• Receiving Party gives Disclosing Party:

• Option A: Prompt notice of such required disclosure.

• Option B: Reasonable advance notice of such required disclosure.

• Receiving Party reasonably cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

7. Return or Destruction of Confidential Information:

• Upon Disclosing Party's written request or upon termination of this Agreement, Receiving Party shall:

• Promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies and extracts thereof; or

• Destroy all Confidential Information in its possession or control and certify in writing to Disclosing Party that such destruction has occurred.

• Electronic Information:

• Option A: Return: All electronic copies of Confidential Information shall be deleted from Receiving Party's systems and verified.

• Option B: Secure Deletion: All electronic copies shall be securely deleted and overwritten to prevent recovery.

8. Ownership:

• Disclosing Party retains all ownership rights in and to the Confidential Information.

• No license or right of any kind is granted to Receiving Party with respect to the Confidential Information, except as expressly set forth herein.

9. Non-Circumvention/Non-Solicitation/Non-Use (Optional):

• Option A: Non-Circumvention: Receiving Party agrees not to circumvent Disclosing Party in any business opportunities disclosed within the Confidential Information.

• Option B: Non-Solicitation: Receiving Party agrees not to solicit or hire any employees or contractors of Disclosing Party for a period of [Number] years following disclosure.

• Option C: Non-Use: Receiving Party agrees not to use the Confidential Information for its own benefit or the benefit of any third party.

• Option D: No Non-Circumvention/Non-Solicitation/Non-Use clauses apply.

10. Remedies for Breach:

• In the event of a breach of this Agreement, Disclosing Party shall be entitled to:

• Injunctive relief to prevent further disclosure or use of the Confidential Information.

• Actual damages resulting from the breach.

• Option A: Liquidated Damages: Liquidated damages of [Dollar Amount]. (Note: Must be a reasonable estimate of damages; consider Alabama law.)

• Option B: No Liquidated Damages.

11. Dispute Resolution:

• Any dispute arising out of or relating to this Agreement shall be resolved:

• Option A: Through mediation in [City, State].

• Option B: Through binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

• Option C: In the state or federal courts located in [County, Alabama].

12. Governing Law and Venue:

• This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles.

• The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County, Alabama].

13. Enforceability:

• Modification: This Agreement may be modified only by a writing signed by both parties.

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

• Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

14. Alabama-Specific Considerations:

• The parties acknowledge that, to the extent this Agreement contains any non-compete or non-solicitation provisions, such provisions must be reasonable as to time, territory, and scope in order to be enforceable under Alabama law (see Alabama Code § 8-1-190 to § 8-1-197). The parties agree that the time, territory, and scope restrictions set forth in Section 9 (if any) are reasonable under the circumstances.

15. Notices:

• All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

16. Counterparts and Electronic Signatures:

• This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

• This Agreement may be executed and delivered electronically and upon such delivery shall be as valid and binding as if manually executed.

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

[Disclosing Party Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Receiving Party Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

Witness (Optional):

____________________________

Printed Name: ____________________________

Notary Public (Optional):

State of Alabama, County of ______________

Sworn to and subscribed before me this ____ day of ___________, 20__.

____________________________

Notary Public Signature

My Commission Expires: __________________