Alaska employee nda template

Alaska Employee Non-Disclosure Agreement (NDA)

This Alaska Employee Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Employer Legal Name], located at [Employer Address] (“Employer”), and [Employee Legal Name], residing at [Employee Address] (“Employee”).

1. Definition of Confidential Information

Confidential Information means any and all information, in whatever form (written, electronic, oral, visual, etc.) that is not generally known to the public, and that relates to the Employer’s business, its subsidiaries, affiliates, or customers. This includes, but is not limited to, trade secrets as defined by Alaska Stat. § 45.50.890 et seq., such as:

• Business processes.
• Proprietary technology.
• Algorithms.
• Marketing strategies.
• Financial reports.
• Employee data.
• Customer and supplier lists.
• Internal pricing.
• Product development plans.
• All non-public documents or materials received or accessed during employment.
  • Option A: Information relating to oil, gas, and natural resource operations.
  • Option B: Information concerning Alaskan indigenous land and tribal data.

2. Exclusions from Confidentiality

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

• Is or becomes publicly available through no fault of the Employee.
• Is independently developed by the Employee without use of the Employer’s Confidential Information.
• Was lawfully known to the Employee prior to its disclosure by the Employer.
• Is lawfully obtained by the Employee from a third party who is not bound by any confidentiality obligation to the Employer.
• Is required to be disclosed by law, subpoena, or court order; provided, however, that the Employee shall give the Employer prompt written notice of such required disclosure, when feasible, to allow the Employer to seek a protective order or other appropriate remedy.

3. Permissible Use

The Employee shall use the Confidential Information solely for the benefit of the Employer and only within the scope of the Employee’s duties of employment. The Employee shall not use the Confidential Information for the Employee’s personal benefit, for future employment purposes, in connection with any competing activities, or disclose the Confidential Information to any third party.

4. Employee Obligations

The Employee agrees to:

• Implement reasonable security measures suitable to the sensitivity of the Confidential Information to protect it from unauthorized access, use, or disclosure. Such measures include, but are not limited to, secure storage, password protection, physical and digital access restrictions, and limitations on duplication and sharing.
• Immediately report to the Employer any suspected or actual breach of this Agreement or any unauthorized access, use, or disclosure of Confidential Information.

5. Duration of Obligation

The obligations of confidentiality under this Agreement shall continue during the Employee’s employment with the Employer and for a period of:

• Option A: Three (3) years after the termination of the Employee’s employment.
• Option B: Five (5) years after the termination of the Employee’s employment.
• Option C: Indefinitely, for information that constitutes a trade secret under Alaska law.

6. Return of Materials

Upon termination of employment or at the Employer’s written request, the Employee shall immediately return to the Employer all Confidential Information, including all documents, data, devices, and copies thereof, or, at the Employer's option, certify the permanent destruction of all such materials.

7. Notification of Unauthorized Disclosure

The Employee shall immediately notify the Employer if the Employee becomes aware of any unauthorized access, use, loss, or disclosure of Confidential Information and shall cooperate with the Employer in any investigation or remedial action.

8. Remedies

The Employer shall be entitled to seek all available remedies at law or in equity, including monetary damages, injunctive relief, and specific performance, to enforce the terms of this Agreement. The Employee shall be responsible for the Employer’s reasonable attorney’s fees and costs incurred in enforcing this Agreement, to the extent permitted by Alaska law.

9. Ownership of Work Product

All work product, inventions, and intellectual property developed by the Employee during employment with the Employer, relating to the scope of the Employee's work, shall be the sole and exclusive property of the Employer. The Employee hereby assigns all right, title, and interest in and to such work product, inventions, and intellectual property to the Employer.

10. Protected Rights

Nothing in this Agreement shall be construed to limit the Employee’s rights under Alaska or federal law, including whistleblowing protections. This Agreement does not restrict the Employee’s right to discuss wages, working conditions, or terms protected under the National Labor Relations Act or Alaska wage and hour statutes.

11. Dispute Resolution

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

• Option A: First, through good faith negotiation between the parties.
• Option B: If negotiation fails, through mediation in [City, Alaska], using a mediator mutually agreed upon by the parties.
• Option C: If mediation fails, through binding arbitration in [City, Alaska], in accordance with the rules of the American Arbitration Association.
• Option D: If mediation fails, through 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.

12. Severability

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

13. Amendment and Waiver

This Agreement may be amended or waived only by a written instrument signed by both parties. No oral modification shall be binding.

14. 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.

15. Acknowledgment

The Employee acknowledges that the Employee has read this Agreement, understands it, and is voluntarily entering into it. The Employee acknowledges that the Employee has the right to seek independent legal counsel before signing this Agreement.

16. Alaska Specific Practices

• Option A: The Employer agrees to handle any personally identifiable information of Alaskan residents in compliance with relevant state and federal privacy statutes.
• Option B: Nothing in this NDA alters the at-will employment relationship recognized under Alaska law except as to confidentiality terms.

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

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Legal Name]

Signature: ____________________________