Arizona employee nda template

Arizona Employee Non-Disclosure Agreement

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

[Employer Name], a [Employer Type, e.g., Corporation] with its principal place of business at [Employer Address] ("Employer"), and

[Employee Name], residing at [Employee Address] ("Employee").

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information relating to the Employer and its business that is not generally known to the public, including but not limited to:

• Trade secrets, as defined by the Arizona Uniform Trade Secrets Act, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes.
• Proprietary company processes, technical data, software source code, inventions (whether or not patentable and whether or not patented), business plans, marketing/advertising strategies, cost structures, internal communications, customer and vendor contacts, company research, and any data or information designated in writing or by marking as confidential (including oral or electronic information with subsequent written confirmation).

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

• Financial information, including revenue, profits, pricing strategies, and cost data.
• Marketing plans, sales strategies, customer lists, and customer information.
• Technical information, including designs, formulas, processes, and know-how.

2. Exclusions from Confidential Information

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

• Is or becomes generally available to the public other than as a result of a disclosure by the Employee in violation of this Agreement.
• Was lawfully known to the Employee prior to its disclosure by the Employer.
• Is rightfully received by the Employee from a third party without any obligation of confidentiality.

Option B: This Agreement does not apply to information that:

• Is required to be disclosed by law, regulation, or court order, provided that the Employee provides the Employer with prompt written notice of such requirement to allow the Employer to seek a protective order or other appropriate remedy, where feasible under Arizona law.
• Is independently developed by the Employee without use of or reference to the Employer's Confidential Information, as can be demonstrably proven with written documentation predating access to confidential information.

3. Permitted Use of Confidential Information

Option A: The Employee shall use the Confidential Information solely for the purpose of performing the Employee's duties of employment with the Employer and for the benefit of the Employer.

Option B: The Employee may use the Confidential Information only to the extent necessary to perform assigned tasks within the scope of their job responsibilities and business processes as defined by the Employer. The Employee shall not use the Confidential Information for any personal benefit or for the benefit of any third party outside of the Employer’s business.

4. Obligations of Confidentiality

Option A: The Employee shall exercise reasonable care to protect the confidentiality of the Confidential Information.

Option B: The Employee shall safeguard the Confidential Information by:

• Storing it securely, both physically and digitally.
• Using strong passwords and access controls.
• Restricting access to those with a need to know within the Employer's organization.
• Complying with all of the Employer's confidentiality protocols and information security policies.

5. Disclosure and Notification

Option A: The Employee shall not disclose the Confidential Information to any third party without the prior written consent of the Employer.

Option B: The Employee shall promptly notify the Employer in writing if the Employee becomes aware of any unauthorized access to or disclosure of the Confidential Information.

6. Term

Option A: The obligations of confidentiality under this Agreement shall continue during the Employee's employment with the Employer and for a period of [Number] years after the termination of such employment.

Option B: The obligations of confidentiality related to trade secrets, as defined by Arizona law, shall continue indefinitely. All other Confidential Information will be protected during employment and for [Number] years post-termination.

7. Return of Confidential Information

Option A: Upon termination of employment or upon the Employer's request, the Employee shall promptly return to the Employer all documents and materials containing Confidential Information, including electronic files and other media.

Option B: Upon termination or demand, the Employee shall, at the Employer’s option, either return or destroy all tangible and intangible confidential materials in the Employee’s possession, including hard copies, electronic files, backups, and unauthorized notes. The destruction of said materials shall be confirmed in writing to the Employer.

8. Remedies

Option A: The Employee acknowledges that any breach of this Agreement may cause irreparable harm to the Employer, and the Employer shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity in Maricopa County Superior Court or other appropriate Arizona venue.

Option B: In the event of a breach of this agreement, the employee shall be liable for all direct and indirect damages, including actual losses, loss of business opportunities, and any unjust enrichment. The company reserves the right to pursue injunctive relief, including temporary and permanent injunctions, in Arizona courts.

9. Cooperation in Investigation

Option A: The Employee agrees to cooperate fully in any investigation or remediation of any suspected or actual data breach.

Option B: The Employee will immediately report any suspected or actual data breach, provide factual disclosure, and assist in mitigating losses under Arizona data breach notification standards.

10. Governing Law and Dispute Resolution

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in Arizona.

Option B: This Agreement shall be governed by the laws of the State of Arizona. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled first by mediation in Arizona, and if that fails, by arbitration in Arizona in accordance with the Arizona Revised Uniform Arbitration Act.

11. Whistleblower Protection

Option A: Nothing in this Agreement shall prevent the Employee from reporting potential violations of law to any government agency or entity.

Option B: This NDA does not prevent lawful reporting to government agencies under Arizona whistleblower or anti-retaliation statutes.

12. Employee Rights

Option A: This Agreement does not restrict the Employee's lawful employment mobility or right to use non-confidential general skills and experience.

Option B: This NDA does not conflict with Arizona’s statutory employee rights—including rights under the Arizona Employment Protection Act and Arizona private sector employee protections.

13. Data Privacy and Cybersecurity

Option A: The Employee shall comply with all applicable Arizona data privacy and cybersecurity laws.

Option B: Employee shall comply with all relevant Arizona data privacy and cybersecurity laws, especially if the information includes personal data (such as customer PII or medical information, which may invoke state health information statutes).

14. Relationship to Other Agreements

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 NDA is [Encompasses/Distinct From] any other restrictive covenants (such as non-solicitation or non-compete agreements, which must be separately and carefully handled under Arizona law).

15. Amendments and Waivers

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

Option B: All amendments or waivers must be made strictly in writing, signed by both parties.

16. No Offer of Employment

This Agreement is not an offer of employment and does not guarantee any term of employment.

17. Severability

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

Option B: If any provision violates Arizona statutory law or court precedent, only the unenforceable part is struck, and the remaining provisions remain in effect.

18. Acknowledgment

The Employee acknowledges that they have read, understand, and voluntarily agree to all the terms and conditions of this Agreement.

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

[Employer Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Name]

Signature: ____________________________