Arizona nda template

Arizona Non-Disclosure Agreement (NDA) - [Date]

Parties:

Disclosing Party:

Option A: Individual: [Individual Disclosing Party Name], residing at [Disclosing Party Address], Contact: [Disclosing Party Phone], [Disclosing Party Email]

Option B: Company: [Company Disclosing Party Name], a [State] corporation, with principal place of business at [Disclosing Party Address], Contact: [Disclosing Party Contact Person], [Disclosing Party Phone], [Disclosing Party Email]

Receiving Party:

Option A: Individual: [Individual Receiving Party Name], residing at [Receiving Party Address], Contact: [Receiving Party Phone], [Receiving Party Email]

Option B: Company: [Company Receiving Party Name], a [State] corporation, with principal place of business at [Receiving Party Address], Contact: [Receiving Party Contact Person], [Receiving Party Phone], [Receiving Party Email]

Effective Date: [Effective Date]

Option A: Termination Date: [Termination Date]

Option B: Agreement shall be perpetual.

Definition of Confidential Information:

Includes, but is not limited to: technical data, trade secrets, know-how, business plans, customer lists, financial information, product designs, strategies, and other non-public information relating to [Subject Matter].

Option A: Covers only written and electronic information.

Option B: Covers oral, written, electronic, and visual information.

Excludes information that:

Is or becomes publicly available through no fault of the Receiving Party.

Was already known to the Receiving Party prior to disclosure.

Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Nature of Agreement:

Option A: Mutual (Bilateral)

Option B: One-Way (Unilateral) – Disclosing Party: [Disclosing Party Name], Receiving Party: [Receiving Party Name]

Permitted Purpose:

The Confidential Information may be used by the Receiving Party solely for the purpose of: [Specific Permitted Purpose] and for no other purpose.

Obligations of Confidentiality:

The Receiving Party shall protect the Confidential Information from unauthorized disclosure.

Option A: Receiving Party will use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Option B: The Receiving Party shall not copy or transmit the Confidential Information without the Disclosing Party’s prior written consent.

Access to the Confidential Information shall be limited to those employees, agents, and contractors of the Receiving Party who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Permitted Disclosures:

The Receiving Party may disclose Confidential Information if required by law, court order, subpoena, or governmental regulation.

Option A: The Receiving Party shall provide prompt written notice to the Disclosing Party prior to such disclosure to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy.

Option B: The Receiving Party will cooperate with the Disclosing Party in seeking a protective order.

Duration of Confidentiality Obligations:

Option A: [Number] years from the Effective Date.

Option B: [Number] years from the date of last disclosure.

Option C: Indefinitely.

Notwithstanding the foregoing, trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Exceptions and Exclusions:

This NDA does not apply to information that:

Becomes publicly known through no fault of the Receiving Party.

Was rightfully received from a third party without confidentiality restrictions.

Is approved for release by written permission of the Disclosing Party.

Option: In Arizona, information subject to Arizona public records law is not protected by this agreement.

Return or Destruction of Confidential Materials:

Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information, including all copies thereof, or destroy such materials, at the Disclosing Party’s option.

Option A: Upon request, the Receiving Party shall certify in writing its compliance with this provision.

Non-Use:

The Receiving Party shall not use the Confidential Information for any purpose other than the Permitted Purpose.

Option: Non-Circumvention:

The Receiving Party shall not circumvent the Disclosing Party in any business opportunities revealed as a result of Confidential Information exchanged between parties.

Remedies for Breach:

The Disclosing Party shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this Agreement.

Option A: The Disclosing Party shall also be entitled to seek monetary damages for any breach of this Agreement.

Option B: In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

Option A: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County] County, Arizona.

Option B: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [Other State], [Other County].

Dispute Resolution:

Option A: The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.

Option B: If negotiation fails, the parties agree to submit the dispute to mediation in [City], Arizona.

Option C: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

Option D: The parties may pursue litigation in a court of competent jurisdiction.

Assignment:

Option A: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

Option B: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

No Transfer of Intellectual Property Rights:

No provision of this Agreement shall be construed as granting to the Receiving Party any ownership rights or license in the Confidential Information, except as expressly stated herein.

Option: See attached Addendum for Intellectual Property Ownership provisions.

Representations and Warranties:

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement.

Option: The Receiving Party shall indemnify and hold harmless the Disclosing Party from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any unauthorized disclosure of Confidential Information by the Receiving Party.

Scope of Agreement:

This Agreement extends to the Receiving Party's affiliates, subsidiaries, employees, representatives, agents, and contractors.

The Receiving Party is responsible for ensuring that all such parties comply with the terms of this Agreement.

Signatures:

Option A: Signed this [Day] day of [Month], [Year].

Option B: 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.

Option C: Electronic signatures shall have the same force and effect as original signatures.

Arizona-Specific Considerations:

The parties acknowledge that the "inevitable disclosure" doctrine does not automatically apply under Arizona law.

This Agreement does not attempt to restrain trade more than permitted by Arizona Revised Statutes (A.R.S. § 44-1401 et seq.).

The scope, duration, and geographic reach of this Agreement are intended to be reasonable to avoid unenforceability.

Severability:

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement and 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.

Amendment:

This Agreement may be amended only by a written instrument signed by both parties.

Waiver:

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Execution:

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.

Disclosing Party:

_______________________________

[Disclosing Party Name]

[Title]

Receiving Party:

_______________________________

[Receiving Party Name]

[Title]