Alaska partnership nda template

Alaska Partnership Non-Disclosure Agreement

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

• [Partner 1 Full Legal Name], residing at [Partner 1 Address], and if applicable, doing business as [Partner 1 Partnership Entity Name], represented by [Partner 1 Authorized Representative Name], contact information: [Partner 1 Contact Information] (hereinafter “Disclosing Party” or "Receiving Party," as applicable, and individually "Partner 1").
• [Partner 2 Full Legal Name], residing at [Partner 2 Address], and if applicable, doing business as [Partner 2 Partnership Entity Name], represented by [Partner 2 Authorized Representative Name], contact information: [Partner 2 Contact Information] (hereinafter “Disclosing Party” or "Receiving Party," as applicable, and individually "Partner 2").
• [Partner 3 Full Legal Name (if applicable)], residing at [Partner 3 Address (if applicable)], and if applicable, doing business as [Partner 3 Partnership Entity Name (if applicable)], represented by [Partner 3 Authorized Representative Name (if applicable)], contact information: [Partner 3 Contact Information (if applicable)] (hereinafter “Disclosing Party” or "Receiving Party," as applicable, and individually "Partner 3").

(Each a “Partner” and collectively, the “Partners”).

1. Definition of Confidential Information

Option A: Confidential Information shall mean any and all information disclosed by one Partner (the “Disclosing Party”) to the other Partner(s) (the “Receiving Party”) relating to the partnership, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Option B: Confidential Information includes, but is not limited to, the following:

• Business plans
• Partnership agreements
• Financial statements
• Profit-sharing arrangements
• Client and vendor details
• Proprietary processes or know-how
• Intellectual property relating to partnership assets
• Partnership discussions and proposals
• Operational and strategic plans
• Technical and commercial data
• All records shared in written, oral, electronic, or other tangible formats
• Any information identified as confidential at the time of disclosure.

2. Exclusions from Confidential Information

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

• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written documentation.
• Is or becomes publicly available through no fault of the Receiving Party or any of its affiliates.
• Is rightfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Option B: Information disclosed under court order or as required by Alaskan or federal law, provided the Receiving Party gives prompt written notice to the Disclosing Party before such disclosure and limits the scope of compelled disclosure.

3. Permitted Uses

Option A: The Receiving Party may use the Confidential Information solely for the purpose of evaluating or engaging in discussions concerning a potential or actual partnership with the Disclosing Party.

Option B: The Receiving Party shall only use the confidential information to fulfill partnership duties, evaluate or advance the partnership arrangement, or as expressly allowed under this Agreement. Use of any confidential information for personal gain or the benefit of third parties outside the partnership is prohibited.

4. Protection of Confidential Information

Option A: The Receiving Party agrees to protect the Confidential Information of the Disclosing Party in the same manner that it protects its own confidential information of like kind, but in no event using less than reasonable care.

Option B: The Receiving Party shall implement reasonable measures tailored to Alaska business practices to protect the security and integrity of Confidential Information, including secure data storage and restricted access procedures, written protocols for information sharing, restrictions on duplication or electronic transfer, and requirements for password protection or physical security measures.

5. Term of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years after the termination of the partnership.

Option B: The obligations of confidentiality under this Agreement shall commence on the Effective Date and continue throughout the duration of the partnership and indefinitely for trade secrets, consistent with the Alaska Uniform Trade Secrets Act.

6. Post-Termination Obligations

Option A: Upon termination of the partnership or at the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, summaries, and extracts thereof.

Option B: Within [Number] days of termination or at the Disclosing Party's request, the Receiving Party shall return or certify the destruction of all physical and electronic records, working documents, and derivative works containing Confidential Information.

7. Unauthorized Disclosure

Option A: The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any unauthorized disclosure or use of the Confidential Information.

Option B: The Receiving Party shall immediately notify the Disclosing Party in writing of any unauthorized disclosure, data breach, or misappropriation, cooperate with investigation and remediation efforts, and comply with Alaska-specific data breach notification statutes if applicable.

8. Remedies

Option A: The Parties acknowledge that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief in the Alaska state courts in addition to any other remedies available at law or in equity.

Option B: In the event of a breach, the Disclosing Party is entitled to recover actual and consequential damages, attorney’s fees, and stipulated penalties as allowed by Alaska contract law, subject to the limits of indemnification under Alaska statutes.

9. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in Alaska.

Option B: Disputes shall first be subject to structured negotiation and mediation, referencing local Alaska mediation bodies if available, followed by arbitration within Alaska as mutually agreed. Exclusive jurisdiction and venue shall be in Alaska state courts; Alaska law governs, referencing the Alaska Uniform Trade Secrets Act, Alaska Partnership Act, and other applicable statutes.

10. Compliance with Laws

Option A: The parties agree to comply with all applicable Alaska and federal laws in connection with their performance under this Agreement.

Option B: The parties agree to comply with all relevant Alaska and federal laws on data protection, anti-competitive behavior, and employment or business practices, with best practice clauses to accommodate local industry norms, requiring ongoing cooperation and good faith in adapting protective measures as regulations and partnership circumstances evolve.

11. Specific Context Adaptation

Option A: This Agreement is specifically tailored to the context of a partnership agreement and the obligations, use of confidential information, and exception handling are directly linked to the activities of the partnership.

Option B: The obligations, use of confidential information, and exception handling under this Agreement are expressly linked to the type of partnership activity.

12. Entire Agreement; Amendment

Option A: 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.

Option B: This Agreement constitutes the entire understanding between the parties. Any amendments must be in writing and signed by all partners. Waivers must be in writing, and rights or obligations under this NDA may not be assigned without written consent of all original partners.

13. Electronic Execution

Option A: 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. Delivery of an executed counterpart of this Agreement by electronic transmission shall be as effective as delivery of a manually executed counterpart.

Option B: This Agreement may be electronically transmitted and executed, such as through DocuSign or Alaska-recognized digital signature platforms.

14. Alaska Regulatory Requirements

Option A: The parties acknowledge and agree to comply with all applicable Alaska regulatory or recordkeeping requirements.

Option B: The parties shall adhere to provisions for handling confidential information in filings with the Alaska Department of Commerce when required by law or partnership registration.

*[Partner 1 Full Legal Name]*

By: [Partner 1 Authorized Representative Name]

Title: [Partner 1 Title]

*[Partner 2 Full Legal Name]*

By: [Partner 2 Authorized Representative Name]

Title: [Partner 2 Title]

*[Partner 3 Full Legal Name (if applicable)]*

By: [Partner 3 Authorized Representative Name (if applicable)]

Title: [Partner 3 Title (if applicable)]