Alaska mutual nda template

Alaska Mutual Non-Disclosure Agreement

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

• [Disclosing Party Name], a [Entity Type] located at [Disclosing Party Address] ("Disclosing Party"), and
• [Receiving Party Name], a [Entity Type] located at [Receiving Party Address] ("Receiving Party").

Each party may be a "Disclosing Party" with respect to its own Confidential Information, and a "Receiving Party" with respect to the other party's Confidential Information.

• Option A: Mutual agreement for potential joint venture.
• Option B: Mutual agreement for a business relationship.
• Option C: Other mutual agreement. [Describe purpose]

Confidential Information includes, but is not limited to:

• Unpublished business strategies.
• Proprietary technologies.
• Trade secrets as defined under the Alaska Uniform Trade Secrets Act (Alaska Stat. §§ 45.50.910 et seq.).
• Product designs.
• Pricing structures.
• Financial data.
• Customer and vendor information pertinent to Alaskan markets.
• Project plans.
• Sensitive data relating to Alaska’s regulated industries (fisheries, oil & gas, mining, healthcare, Native corporation operations).
• Information disclosed in verbal, written, or other tangible or electronic forms.

• Option A: Specific list of documents and data being disclosed. [List Here]
• Option B: All information related to [Project/Area].
• Option C: All information exchanged during the term of this Agreement.

Confidential Information excludes:

• Information already public through lawful means.
• Information independently developed by the Receiving Party without use of the Disclosing Party's data.
• Information in the recipient’s possession prior to disclosure without obligation.
• Information received from third parties not under confidentiality obligations.
• Information required to be disclosed by Alaska law, court order, or regulatory authority, provided the Receiving Party gives prompt advance notice to the Disclosing Party and cooperates to seek a protective order or other remedy.

Permitted Uses:

• Confidential Information shall be used solely to fulfill the purpose of [State Purpose of Use].
  • Option A: Evaluation of potential business relationship.
  • Option B: Performing duties under contract.
• Reverse engineering, competitive use, disclosure, sale, licensing, reproduction, or transfer to third parties is prohibited without prior written consent from the Disclosing Party.

• Option A: Receiving Party may only use the Confidential Information for internal purposes.
• Option B: Receiving Party may use the Confidential Information to provide services to the Disclosing Party as detailed in Exhibit A.

Safeguards:

• Reasonable and industry-standard safeguards to protect the security and confidentiality of information will be used.
• Physical, electronic, and administrative controls compliant with Alaska’s data protection practices (including the Alaska Personal Information Protection Act, Alaska Stat. § 45.48.010 et seq.) will be implemented.
• Access to Confidential Information is limited to necessary persons bound by similar written confidentiality obligations.
  • Option A: Specific security measures detailed in Exhibit B.
  • Option B: Industry standard security measures.
  • Option C: Security measures no less restrictive than those Receiving Party uses to protect its own confidential information.

Confidentiality Period:

• During the term of the relationship.
• For a period of [Number] years after termination.
• Indefinitely for trade secrets.

• Option A: The confidentiality obligations will last for the duration of the Project and for [Number] years thereafter.
• Option B: The confidentiality obligations will last indefinitely for trade secrets, and [Number] years for all other Confidential Information.

Return/Destruction:

• Upon termination of the relationship or written request, all Confidential Information in all formats and mediums shall be returned or certified destroyed.
• Backup copies must be destroyed, and affirmation of compliance provided.

• Option A: Destroy, and provide a written certificate of destruction.
• Option B: Return all tangible materials and delete all electronic files.

Breach Notification:

• Immediate written notification of any actual or suspected unauthorized access, disclosure, loss, or breach of confidentiality.
• Both parties must cooperate fully in investigation and remediation, including notifications required by Alaska law in the event of a data breach affecting personal information.

• Option A: Reporting requirements include notification within [Number] days of discovery.
• Option B: Reporting requirements adhere to all applicable Alaska statutes and regulations.

Remedies:

• Entitlement to seek injunctive relief.
• Compensatory and consequential damages under Alaska law.
• Recovery of legal fees.

• Option A: Stipulated penalties of [Dollar Amount] per breach.
• Option B: Specific performance in addition to monetary damages.

Dispute Resolution:

• Prioritizing negotiation and mediation.
• If unresolved, mandatory venue for arbitration or litigation within the State of Alaska.
• This Agreement is governed by and construed in accordance with Alaska law (including the Alaska Uniform Trade Secrets Act and relevant contract principles).

• Option A: Arbitration shall be conducted by [Arbitration Organization] in [City, Alaska].
• Option B: Any legal action must be filed in the Superior Court of the State of Alaska, [Judicial District].

Severability:

• If any provision is held invalid by an Alaska court, all remaining terms remain enforceable.

Whistleblower Protection:

• This NDA in no way restrains either party from compliance with Alaska’s whistleblower protections, reporting obligations, or other public policy exceptions.

Amendment:

• All amendments or waivers must be made in a signed written instrument referencing the specific sections involved.

Relationship:

• This NDA creates no employment, agency, or partnership relationship, unless explicitly stated.

• Option A: Except as provided in the separate agreement between the parties.
• Option B: This agreement does not create any financial obligations between the parties.

Signatures:

• Each party's representatives sign with clear identification of their authority to bind their respective organizations under Alaska law.

Entire Agreement:

• This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to its subject matter.

Electronic Signatures:

• Electronic copies and signatures are valid under Alaska’s Uniform Electronic Transactions Act.

• Option A: Facsimile signatures are also valid.
• Option B: Counterparts are permissible.

Export Control:

• [Optional] Limitations on the export of sensitive information outside the U.S. [Details Here].

• Option A: No export of data outside the U.S. is permitted.
• Option B: Export permitted only with prior written consent and compliance with all applicable export control laws.

Special Provisions:

• [Optional] Special provisions where relevant to indigenous, Native, federal, or state agencies, especially for collaborations involving Alaska Native corporations or lands. [Details Here].

• Option A: All activities shall comply with the Alaska Native Claims Settlement Act (ANCSA).
• Option B: Specific provisions related to collaborations with the [Name of Agency/Corporation].

Periodic Review:

• Periodic review and compliance updates to reflect changes in Alaska state laws and best industry practices, especially for sectors with heightened confidentiality or compliance requirements.

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

[Disclosing Party Name]

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

[Receiving Party Name]

By: [Receiving Party Representative Name]

Title: [Receiving Party Representative Title]