Alaska consultant nda template

Alaska Consultant Non-Disclosure Agreement

This Alaska Consultant Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Effective Date], by and between:

[Disclosing Party Full Legal Name], a [Entity Type] with a business address at [Disclosing Party Business Address], phone number [Disclosing Party Phone Number], and email address [Disclosing Party Email Address] (hereinafter referred to as "Discloser");

AND

[Consultant Full Legal Name], a [Entity Type] with a business address at [Consultant Business Address], phone number [Consultant Phone Number], and email address [Consultant Email Address] (hereinafter referred to as "Recipient" or "Consultant").

1. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, visually, or by any other means, that relates to Discloser’s business, including, but not limited to:

• Proprietary business data
• Technical materials
• Client/customer information
• Financial records
• Trade secrets
• Marketing and business strategies
• Project documentation
• Specifications
• Pricing information
• Methodologies
• Software code
• Deliverables
• Work product resulting from consulting services
• Notes or summaries derived from such information.

2. Exclusions from Confidential Information

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

• Option A: Is or becomes publicly available through no fault of Recipient.
• Option B: Was already lawfully in Recipient's possession prior to disclosure by Discloser.
• Option C: Is independently developed by Recipient without reference to Discloser's Confidential Information.
• Option D: Is lawfully disclosed to Recipient by a third party without any obligation of confidentiality.
• Option E: Is required to be disclosed by operation of Alaska law or valid court order. In such event, Recipient shall provide prompt advance notice to Discloser to allow Discloser to seek a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

Recipient agrees to use the Confidential Information solely for the purpose of:

• Option A: Evaluating whether to enter into a consulting relationship with Discloser.
• Option B: Developing and/or providing the consulting services as outlined in [Reference Consulting Agreement/Project Description].

Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, disclosure, publication, sale, license, or transfer to any third party without the prior written consent of Discloser.

4. Security Measures

Recipient shall implement and maintain reasonable security measures, consistent with the sensitivity of the Confidential Information and industry standards in Alaska, to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to:

• Secure storage (physical and electronic)
• Access controls
• Password protection
• Limiting distribution to employees and contractors with a "need to know"
• Secure electronic communications
• Safeguards when working remotely

Recipient shall not use unapproved personal devices or insecure channels to access, store, or transmit Confidential Information.

5. Third-Party Access

• Option A: Recipient shall not permit any subcontractors, affiliates, or agents to access the Confidential Information without the prior written consent of Discloser.
• Option B: If Discloser consents to such access, Recipient shall ensure that any such third party is bound by a written confidentiality agreement containing provisions at least as protective as those contained herein.

Recipient acknowledges that they may be held liable for breaches by third parties granted access per this clause to the extent permissible by Alaska law.

6. Term and Survival

This Agreement shall commence on the Effective Date and shall continue in full force and effect until [Date of Termination/Completion of Services].

The obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of:

• Option A: Three (3) years from the date of termination.
• Option B: Five (5) years from the date of termination.
• Option C: Perpetually with respect to Confidential Information that constitutes a trade secret under the Alaska Uniform Trade Secrets Act.

7. Return or Destruction of Confidential Information

Upon the earlier of (a) completion or termination of the consulting services, or (b) Discloser's written request, Recipient shall promptly:

• Option A: Return to Discloser all tangible materials (documents, notes, data, devices, media, copies) containing or derived from the Confidential Information, including all consultant work product.
• Option B: Destroy all such tangible materials and, upon request by Discloser, provide written certification of such destruction.

8. Notification of Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing upon discovery of any unauthorized access, loss, theft, or breach of security relating to the Confidential Information.

Recipient shall cooperate fully with Discloser in any investigation and remediation efforts, as required by Alaska Statutes §§ 45.48.010–.090, particularly if Personally Identifiable Information is involved.

9. Remedies for Breach

Discloser shall be entitled to seek:

• Option A: Injunctive relief (without the necessity of posting a bond if permitted under Alaska law) to prevent any actual or threatened breach of this Agreement.
• Option B: Actual and consequential damages resulting from any breach of this Agreement.
• Option C: Specific performance to enforce the terms of this Agreement.

In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs, consistent with Alaska's "loser pays" judicial practice, from the non-prevailing party.

10. Dispute Resolution

The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.

If the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation in [City, Alaska], before a mediator licensed in Alaska.

If the dispute is not resolved through mediation, the parties may pursue:

• Option A: Binding arbitration in [City, Alaska], in accordance with the rules of the American Arbitration Association.
• Option B: Litigation in the state or federal courts located in [City, Alaska].

This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, without regard to its conflict of laws principles. The parties agree that the state and federal courts located in Alaska shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.

The parties hereby waive any right to a jury trial in any litigation arising out of or relating to this Agreement, to the extent such waiver is permitted under Alaska law.

11. Severability

If any provision of this Agreement is held to be invalid or unenforceable under Alaska law, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12. Entire Agreement; Modification

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.

This Agreement may be modified only by a written instrument signed by both parties.

13. Sector-Specific Compliance (If Applicable)

[Include any necessary sector-specific compliance clauses relevant to regulated industries in Alaska, such as oil and gas, fisheries, health care, or Native corporation contracts.]

14. Intellectual Property

No transfer of any intellectual property rights is granted or implied under this Agreement, except as may be expressly provided in a separate written agreement. Any ownership or license rights to consultant-created work product or inventions shall comply with Alaska contract and IP law.

15. Independent Contractor Status

Recipient is an independent contractor and not an employee, partner, or joint venturer of Discloser. Recipient is not entitled to any employee benefits from Discloser. This provision is intended to clarify independent contractor status consistent with IRS and Alaska Department of Labor requirements.

16. 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. Electronic signatures shall be legally binding in accordance with Alaska’s Uniform Electronic Transactions Act (AS 09.80.010–09.80.195).

17. Recipient’s Representations and Warranties

Recipient represents and warrants that they are not bound by any previous conflicting confidentiality obligations and that execution of this Agreement does not violate any other agreement or duty.

18. Data Protection

Both parties agree to comply with all applicable Alaska and federal privacy and data protection laws, including but not limited to GLB Act, HIPAA, and COPPA (as relevant). Both parties will notify each other according to law for breaches.

19. Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when:

• Option A: Delivered personally.
• Option B: Sent by certified mail, return receipt requested.
• Option C: Sent by email with confirmation of receipt.

Notices shall be sent to the addresses listed in the introductory paragraph of this Agreement, or to such other address as either party may designate by notice to the other.

20. Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

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

[Disclosing Party Full Legal Name]

By: [Disclosing Party Authorized Signatory Name]

Title: [Disclosing Party Authorized Signatory Title]

[Consultant Full Legal Name]

By: [Consultant Authorized Signatory Name]

Title: [Consultant Authorized Signatory Title]