Alaska nda template

Alaska Non-Disclosure Agreement

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

[Disclosing Party Name], a [Entity Type, e.g., Individual, Corporation] with a principal place of business at [Disclosing Party Address] ("Disclosing Party"),

and

[Receiving Party Name], a [Entity Type, e.g., Individual, Corporation] with a principal place of business at [Receiving Party Address] ("Receiving Party").

Purpose

The purpose of this Agreement is to protect the Confidential Information (as defined below) of the Disclosing Party that may be disclosed to the Receiving Party in connection with [Description of Purpose, e.g., evaluating a potential business relationship, employment, commercial partnership].

Permitted & Prohibited Uses

Permitted Uses: Receiving Party shall use the Confidential Information solely for the purpose of [Specific Permitted Use, e.g., evaluating a potential investment].

Prohibited Uses: Receiving Party shall not use the Confidential Information for any purpose other than the Permitted Use, including, but not limited to:

• Direct or indirect competition with the Disclosing Party.
• Reverse engineering of the Disclosing Party's products or services.
• Disclosure to unauthorized third parties.

Option A: Receiving Party may use the Confidential Information to improve its existing products and services.

Option B: Receiving Party shall not use the Confidential Information to create or improve its products or services.

Definition of Confidential Information

Definition Type:

• Option A: Broad Definition: "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, or in writing or other tangible form, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• Option B: Narrow Definition: "Confidential Information" means only the following information disclosed by the Disclosing Party to the Receiving Party: [Specific Description of Confidential Information].

Inclusions: Confidential Information includes, but is not limited to:

• Trade secrets.
• Technical data.
• Business strategies.
• Customer lists.
• Financial information.
• Marketing plans.

Exclusions:

• Information that is already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by Receiving Party's contemporaneous written records.
• Information that is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by Receiving Party's contemporaneous written records.
• Information that is received by the Receiving Party from a third party who is not under an obligation of confidentiality to the Disclosing Party.
• Information that is required to be disclosed by law, regulation, or court order.

Obligations of Receiving Party

Non-Disclosure: Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted below.

Permitted Disclosures:

• Option A: Receiving Party may disclose Confidential Information to its employees, contractors, and affiliates who have a need to know the Confidential Information for the Permitted Use and who are bound by confidentiality obligations at least as protective as those contained herein.
• Option B: Receiving Party may disclose Confidential Information only to those employees who have signed a confidentiality agreement consistent with the terms of this NDA.

Minimum Necessary Principle:

• Option A: Receiving Party shall disclose only the minimum amount of Confidential Information necessary to achieve the Permitted Use.
• Option B: (Omit this clause)

Protection and Storage: Receiving Party shall protect the Confidential Information from unauthorized access, use, or disclosure using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

Destruction or Return:

• Option A: Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return all Confidential Information to the Disclosing Party, including all copies, summaries, and extracts thereof.
• Option B: Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly destroy all Confidential Information, including all copies, summaries, and extracts thereof, and shall certify such destruction in writing to the Disclosing Party.

Duration of Confidentiality

Term:

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of this Agreement.
• Option B: The obligations of confidentiality under this Agreement shall continue perpetually with respect to any information that qualifies as a trade secret under Alaska law.

Exclusions from Confidentiality

Independently Developed Information: Information independently developed by the Receiving Party without reference to the Confidential Information is not subject to the terms of this Agreement.

Public Domain: Information that becomes publicly available through no fault of the Receiving Party is not subject to the terms of this Agreement.

Remedies

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

• Option A: Interim Injunction: Disclosing Party may immediately pursue an interim injunction.
• Option B: Permanent Injunction: In addition to seeking monetary damages, Disclosing Party shall seek a permanent injunction.

Damages:

• Option A: The Receiving Party shall be liable for all actual damages suffered by the Disclosing Party as a result of any breach of this Agreement.
• Option B: (Omit this clause)
• Option C: Liquidated Damages: The parties agree that the harm caused by a breach of this agreement is difficult to quantify, and that a reasonable estimation of damages for each instance of breach would be [Dollar Amount]. Therefore, Receiving Party agrees to pay this amount as liquidated damages.

Ownership and Intellectual Property

No License: This Agreement does not grant the Receiving Party any license, right, or interest in or to the Confidential Information. All right, title, and interest in and to the Confidential Information shall remain exclusively with the Disclosing Party.

• Option A: Joint Development: Should the parties engage in joint development of technologies or products using the confidential information, the ownership of intellectual property developed through joint efforts will be determined separately in a written agreement.
• Option B: Feedback: Receiving Party understands and acknowledges that any feedback or suggestions provided to the Disclosing Party can be used without liability.

Compelled Disclosure

If the Receiving Party is required to disclose Confidential Information pursuant to a law, regulation, or court order, the Receiving Party shall:

• Provide prompt written notice to the Disclosing Party of such requirement.
• Cooperate with the Disclosing Party in seeking a protective order or other appropriate relief.
• Disclose only that portion of the Confidential Information that is legally required to be disclosed.

Non-Solicitation/Non-Circumvention/Non-Compete

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, the Receiving Party shall not solicit, directly or indirectly, any employee, customer, or supplier of the Disclosing Party.
• Option B: Non-Circumvention: Receiving Party will not attempt to circumvent Disclosing Party's business interests.
• Option C: Non-Compete: During the term of this Agreement and for a period of [Number] years thereafter, the Receiving Party shall not directly or indirectly engage in any business that competes with the Disclosing Party's business in [Specific Geographic Area].
• Option D: (Omit this clause) Note: Alaska law imposes specific limits on the enforceability of non-compete agreements. Consider consulting legal counsel.

Return or Destruction of Confidential Information

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

• Return all Confidential Information to the Disclosing Party, including all copies, summaries, and extracts thereof.
• Destroy all Confidential Information, including all copies, summaries, and extracts thereof, and certify such destruction in writing to the Disclosing Party.

Dispute Resolution

• Option A: Mediation: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, Alaska].
• Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, Alaska] in accordance with the rules of the American Arbitration Association.
• Option C: Litigation: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [City, Alaska].
• Option D: (Omit this clause)

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of:

• Option A: The State of Alaska, without regard to its conflict of laws principles.
• Option B: The laws of the United States.
• Option C: [State Name].

Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the:

• Option A: State courts located in [City, Alaska].
• Option B: Federal courts located in [City, Alaska].

Boilerplate Clauses

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

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.

Amendments and Waivers: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Assignment:

• Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Option B: (Omit this clause)

Counterparts/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 accepted as original signatures.

Alaska-Specific Considerations

• Option A: Alaska Statutes: This Agreement is subject to the provisions of Alaska Stat. § 45.50.910 et seq. regarding trade secrets.
• Option B: Whistleblower Protection: Nothing in this Agreement shall be construed to restrict or prohibit any party from reporting potential violations of law to appropriate government agencies.
• Option C: Statutory Notice: The parties acknowledge that Alaska's Uniform Trade Secrets Act requires specific notice language, and the parties intend this agreement to satisfy such requirements.
• Option D: (Omit all Alaska-specific considerations)

Signatures

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]

(Optional) Notarization Clause

State of Alaska )

) ss:

District of [District] )

On this [Day] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said State, personally appeared [Name of Disclosing Party], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

[Notary Signature]

Notary Public in and for the State of Alaska

My commission expires: [Expiration Date]

(Optional) Schedules/Exhibits

• Schedule A: Description of Confidential Information
• Schedule B: List of Pre-Approved Recipients
• Exhibit C: Supplemental Business Terms