Arkansas consultant nda template

Arkansas Consultant Non-Disclosure Agreement

This Arkansas Consultant Non-Disclosure Agreement (this “Agreement”) is made and effective as of [Date], by and between [Disclosing Party Name], a [Disclosing Party Entity Type] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and [Receiving Party Name], a [Receiving Party Entity Type] with its principal place of business at [Receiving Party Address] (“Receiving Party”).

1. Definition of Confidential Information

Option A: “Confidential Information” means any information disclosed by Disclosing Party to Receiving Party, whether orally, visually, or in writing, relating to Disclosing Party’s business, including, but not limited to: business strategies, financial data, proprietary methodologies, trade secrets as defined by the Arkansas Uniform Trade Secrets Act (A.C.A. § 4-75-601 et seq.), training materials, marketing plans, client or customer lists, supplier agreements, intellectual property, unpublished inventions or patent applications, software code, unpublished research, and any deliverables or findings the Receiving Party develops during the engagement.

Option B: “Confidential Information” means only that information clearly marked as "Confidential" at the time of disclosure by Disclosing Party to Receiving Party.

Option C: Confidential Information shall specifically include but not be limited to [Specific List of Confidential Information for this Engagement].

2. Exclusions from Confidentiality

Option A: This Agreement shall not apply to information which:

• was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party;
• is or becomes publicly available through no breach of this Agreement by the Receiving Party;
• is independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party; or
• is required to be disclosed under court order or Arkansas state or federal law, provided that the Receiving Party provides prompt prior written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Option B: There are no exclusions to confidentiality under this agreement. All information disclosed is considered confidential.

3. Permitted Use

Option A: Receiving Party may use Confidential Information solely for the purpose of performing the consulting services for the Disclosing Party as described in [Reference to Consulting Agreement].

Option B: Receiving Party shall not use Confidential Information for any purpose other than [Specific Purpose].

Option C: Receiving Party shall not use Confidential Information for any personal, competitive, or other commercial purpose unrelated to the engagement.

4. Non-Disclosure

Option A: Receiving Party shall not disclose, distribute, transmit, or make available Confidential Information to any third party without the prior written consent of the Disclosing Party, except for authorized agents, employees, or subcontractors who have a strict need-to-know and are bound by equivalent confidentiality obligations.

Option B: Receiving Party may disclose Confidential Information to [List of Approved Third Parties].

Option C: Receiving Party agrees to hold the Confidential Information in strictest confidence and to protect it with the same degree of care that it exercises in protecting its own confidential information, but in no event less than reasonable care.

5. Data Security

Option A: Receiving Party shall employ commercially reasonable and industry-appropriate measures to protect the confidentiality and security of all Confidential Information, including measures compliant with Arkansas data security practice requirements and, where applicable, compliance with sectoral privacy or data protection regulations for industries like healthcare (HIPAA), education, or finance.

Option B: Receiving Party shall maintain a data security system that meets or exceeds the requirements of [Specific Data Security Standard].

Option C: Receiving Party agrees to comply with all applicable state and federal data protection laws.

6. Notice of Unauthorized Disclosure

Option A: Receiving Party shall immediately notify Disclosing Party in writing upon learning of any actual or threatened unauthorized use or disclosure of Confidential Information and shall fully cooperate with Disclosing Party in the investigation and mitigation of any such unauthorized use or disclosure.

Option B: Receiving Party shall notify Disclosing Party within [Number] hours of discovering any potential breach.

7. Duration of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the consulting relationship and for a period of [Number] years thereafter. For trade secrets, the duration of confidentiality shall last as long as the information remains a trade secret under Arkansas law.

Option B: The obligations of confidentiality under this Agreement shall continue indefinitely.

Option C: This agreement will terminate on [Date].

8. Return or Destruction of Confidential Information

Option A: Upon termination of services, at Disclosing Party’s written request, or upon completion of the consulting assignment, Receiving Party shall promptly return or destroy all tangible and digital materials containing Confidential Information and shall provide written certification of destruction if required by Disclosing Party.

Option B: Upon termination, Receiving Party will return all copies within [Number] days.

Option C: Upon termination, Receiving Party is required to only delete the documents.

9. Remedies for Breach

Option A: Disclosing Party shall be entitled to seek temporary and permanent injunctive relief, actual and consequential damages, and to recover reasonable attorneys’ fees and costs under Arkansas law for any breach of this Agreement by Receiving Party.

Option B: In the event of a breach, Receiving Party will pay [Dollar Amount] as liquidated damages.

10. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in [City, Arkansas] or litigation in the courts of Pulaski County, Arkansas. Arkansas law shall govern the interpretation and enforcement of this Agreement.

Option B: All disputes will be resolved through mediation in [City, Arkansas].

11. Intellectual Property

Option A: All intellectual property, deliverables, and work product developed during the consulting relationship shall be owned exclusively by the Disclosing Party.

Option B: Ownership of intellectual property will be determined according to the terms of the consulting agreement dated [Date].

Option C: Receiving party will retain ownership of any background intellectual property.

12. Representations and Warranties

Option A: Receiving Party represents and warrants that it will promptly disclose any potential conflict of interest, that it is an independent contractor under Arkansas statutes (and not an employee or agent of the Disclosing Party), and that it will comply with all applicable Arkansas and federal laws during the consulting engagement.

Option B: Receiving Party represents it has the expertise and resources to perform the obligations outlined in this agreement.

13. Industry-Specific Obligations

Option A: Receiving Party acknowledges that Disclosing Party operates in the [Industry] industry and agrees to comply with all applicable industry-specific regulatory obligations and confidentiality requirements, including [Specific Regulations, e.g., HIPAA].

Option B: There are no industry-specific obligations beyond the general provisions of this NDA.

14. Severability

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

Option B: If any provision is deemed unenforceable, the parties will renegotiate in good faith.

15. Waiver

Option A: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that provision or any other provision.

Option B: All waivers must be in writing and signed by the waiving party.

16. Entire Agreement

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 supplements the terms of the consulting agreement between the parties.

17. Counterparts and Electronic Signatures

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. Electronic signatures shall be permitted and have the same force and effect as original signatures, consistent with the Arkansas Uniform Electronic Transactions Act.

Option B: This agreement must be physically signed.

18. Exhibits

Option A: The following exhibits are attached to and incorporated into this Agreement: [List of Exhibits].

Option B: There are no exhibits attached to this agreement.

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

Disclosing Party:

By: [Disclosing Party Authorized Name]

Title: [Disclosing Party Authorized Title]

Receiving Party:

By: [Receiving Party Authorized Name]

Title: [Receiving Party Authorized Title]