Arizona mutual nda template

Arizona Mutual Non-Disclosure Agreement

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

[Party A Full Legal Name], a [Entity Type, e.g., corporation, LLC, individual], with its principal place of business at [Party A Address], hereinafter referred to as "Party A";

and

[Party B Full Legal Name], a [Entity Type, e.g., corporation, LLC, individual], with its principal place of business at [Party B Address], hereinafter referred to as "Party B."

RECITALS

WHEREAS, Party A and Party B desire to explore a mutual business relationship for [Specific Purpose of Relationship, e.g., potential partnership, service agreement]; and

WHEREAS, in connection with this evaluation, each party may disclose to the other certain confidential information; and

WHEREAS, both Party A and Party B acknowledge that the disclosure of such confidential information could cause substantial harm if improperly disclosed or used;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definition of Confidential Information

The term "Confidential Information" shall mean any and all information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, visually, or in tangible form, that is:

• Designated as confidential or proprietary;
• Under the circumstances of disclosure, a reasonable person would consider to be confidential.

Confidential Information includes, but is not limited to:

• Technical information, including inventions, designs, drawings, processes, algorithms, software source code and object code, formulas, and research and development.
• Business information, including financial information, marketing plans, sales data, customer lists, supplier information, business plans, and pricing strategies.
• Trade Secrets as defined under Arizona Revised Statutes § 44-401.
• Proprietary processes.

Exclusions from Confidentiality

This Agreement shall not apply to information that:

• Was already rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
• Is or becomes publicly available through no fault of the Receiving Party and without violation of this Agreement.
• Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.
• Is required to be disclosed by law, regulation, subpoena, or court order; provided that the Receiving Party shall provide prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Use and Protection of Confidential Information

The Receiving Party agrees:

• To use the Confidential Information solely for the purpose of [Specify Purpose, e.g., evaluating a potential partnership, providing services].
• To protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.
• To limit access to the Confidential Information to those of its employees, consultants, or agents who have a need to know such information for the Purpose stated above and who are bound by confidentiality obligations at least as protective as those contained herein.
• Not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
• To implement reasonable security practices proportional to the sensitivity of the information and suitable to industry and Arizona standards, for secure storage, limited access, non-disclosure, restricted reproduction, and secure transmission (including electronic safeguards).
• To refrain from reverse engineering, decompiling, or disassembling any disclosed technology.

Notification of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement. Such notification shall include a detailed description of the unauthorized use or disclosure and the steps taken by the Receiving Party to mitigate the damage and prevent recurrence, as required under Arizona’s data breach notification statute (ARS § 18-552). The Receiving Party shall cooperate with the Disclosing Party in any litigation or other action necessary to protect the Confidential Information.

Term and Termination

• This Agreement shall become effective as of the Effective Date and shall continue in effect for a period of [Number] years.
• The obligation to protect Confidential Information disclosed hereunder shall survive termination of this Agreement for a period of [Number] years from the date of disclosure or indefinitely for information constituting trade secrets under Arizona law.

Return of Confidential Information

Upon the written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all documents and other tangible materials containing Confidential Information, including all copies, summaries, and extracts thereof, or, at the Disclosing Party's option, certify in writing that all such materials have been destroyed.

No License

Nothing in this Agreement shall be construed as granting to the Receiving Party any license or other right to use the Confidential Information, except as expressly provided herein. No transfer of intellectual property rights is granted except as expressly set forth in a separate written agreement.

Remedies

The parties agree that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, including a temporary restraining order or permanent injunction, in addition to any other remedies available at law or in equity, without the necessity of posting a bond, to protect its Confidential Information. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

• Option A: Include Attorney's Fees The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.
• Option B: Exclude Attorney's Fees Each party shall bear its own attorneys' fees and costs.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. The exclusive venue and jurisdiction for any action arising out of or relating to this Agreement shall be in the state and federal courts located in [Specify Arizona County, e.g., Maricopa County, Pima County], Arizona.

Dispute Resolution

• The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
• Option A: Mediation If the dispute is not resolved through negotiation, the parties agree to submit the dispute to mediation in [City, Arizona], before resorting to arbitration or litigation. The parties shall mutually agree upon a mediator.
• Option B: No Mediation The parties may proceed directly to litigation or arbitration without mediation.

Severability

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

Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment in violation of this provision shall be void.

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above or to such other address as either party may designate in writing from time to time. Email notification is acceptable when the parties have agreed on this method in writing in advance.

Independent Contractors

The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties.

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.

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

PARTY A

By: [Party A Signature]

Name: [Party A Printed Name]

Title: [Party A Title]

PARTY B

By: [Party B Signature]

Name: [Party B Printed Name]

Title: [Party B Title]