Arkansas employee nda template

Arkansas Employee Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is made and effective as of this [Date] by and between [Employer Name], a company organized under the laws of the State of Arkansas, with its principal place of business at [Employer Address] ("Disclosing Party"), and [Employee Name], residing at [Employee Address] ("Receiving Party").

1.

Definition of Confidential Information

* Option A: Broad Definition. "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, electronically, visually, or in writing, that relates to Disclosing Party's business, including, but not limited to:

* Trade secrets, as defined by the Arkansas Trade Secrets Act, Ark. Code Ann. § 4-75-601 et seq.

* Customer lists, vendor information, pricing strategies, marketing plans, business plans, unpublished financial data.

* Product designs, process manuals, unpublished invention disclosures, training materials, software code, employee and personnel data.

* Option B: Specific Definition. "Confidential Information" is specifically defined as the following:

* [List Specific Items Considered Confidential]

* Option C: Definition by Marking. Information will be considered confidential only if clearly marked as "Confidential" at the time of disclosure.

2.

Exclusions from Confidentiality

* Option A: Standard Exclusions. The obligations under this Agreement shall not apply to information that:

* Is or becomes publicly available other than through a breach of this Agreement by Receiving Party.

* Was rightfully received by Receiving Party from a third party without any obligation of confidentiality.

* Is independently developed by Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

* Is disclosed with the written consent of Disclosing Party.

* Is required to be disclosed by law or court order, provided that Receiving Party provides prompt advance notice to Disclosing Party (if legally permissible) to allow Disclosing Party to seek a protective order or other appropriate remedy.

* Option B: Expanded Exclusions. In addition to the above, the obligations under this Agreement shall not apply to information that:

* Was known to the Receiving Party prior to its disclosure by the Disclosing Party.

3.

Purpose

* Option A: Solely for Employment. Receiving Party acknowledges that the Confidential Information is disclosed solely for the purpose of performing authorized duties as an employee of Disclosing Party.

* Option B: Employment and Related Activities. Receiving Party acknowledges that the Confidential Information is disclosed solely for the purpose of performing authorized duties as an employee of Disclosing Party and related activities at the direction of Disclosing Party.

Receiving Party shall not directly or indirectly use the Confidential Information for personal benefit or disclose it to any third party, except as required in the course of their employment.

4.

Protection of Confidential Information

* Option A: Reasonable Security Measures. Receiving Party shall take reasonable measures to protect the confidentiality of the Confidential Information, including, but not limited to:

* Restricting access to the Confidential Information to those employees who have a need to know the Confidential Information to perform their job duties.

* Maintaining physical security of documents and electronic media containing Confidential Information.

* Using unique logins and passwords to access computer systems.

* Employing encryption for digital data containing Confidential Information.

* Adhering to clear desk and clean screen policies.

* Immediately notifying Disclosing Party of any suspected or actual breach of confidentiality.

* Option B: Enhanced Security Measures. In addition to the above, Receiving Party shall:

* [List additional security measures, e.g., two-factor authentication]

5.

Term

* Option A: During and After Employment. The obligations under this Agreement shall be effective during Receiving Party’s employment with Disclosing Party and for a period of [Number] years following the termination of Receiving Party’s employment.

* Option B: Trade Secrets. For information that qualifies as a trade secret under Arkansas law, the obligations under this Agreement shall remain in effect for as long as the information remains protected as a trade secret.

* Option C: Limited Post-Employment. The obligations under this Agreement shall be effective during Receiving Party's employment with Disclosing Party and for a period of [Number] years following the termination of Receiving Party's employment, except for customer information, which is governed by [separate non-solicitation/competition agreement].

6.

Return of Confidential Information

* Option A: Standard Return Policy. Upon termination of Receiving Party’s employment with Disclosing Party or upon Disclosing Party’s request, Receiving Party shall promptly return to Disclosing Party all Confidential Information in Receiving Party’s possession or control, including all copies, extracts, and other reproductions.

* Option B: Destruction Option. Upon termination of Receiving Party’s employment with Disclosing Party or upon Disclosing Party’s request, Receiving Party shall, at Disclosing Party’s option, either return to Disclosing Party all Confidential Information or destroy all Confidential Information in Receiving Party’s possession or control, including all copies, extracts, and other reproductions. Receiving Party shall provide Disclosing Party with written certification of such destruction.

7.

Notification of Breach

Receiving Party shall promptly notify Disclosing Party in writing upon discovery of any actual or potential breach of this Agreement, unauthorized access to Confidential Information, or compelled disclosure of Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in any investigation of such breach and in any remedial action taken by Disclosing Party.

8.

Remedies

Receiving Party acknowledges that a breach of this Agreement will cause irreparable harm to Disclosing Party and that monetary damages may be inadequate to compensate Disclosing Party for such breach. Accordingly, Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity. Disclosing Party shall also be entitled to recover its actual damages, and if applicable, liquidated damages as well as attorneys’ fees and costs incurred in enforcing this Agreement, if it is the prevailing party.

9.

Dispute Resolution

* Option A: Negotiation, Mediation, Litigation. The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation in [City, Arkansas]. If the dispute is not resolved through mediation, either party may bring an action in the courts of the State of Arkansas, located in [County] County.

* Option B: Negotiation, Arbitration. The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to binding arbitration in [City, Arkansas], in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties.

This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of laws principles.

10.

Representations and Warranties

Receiving Party represents and warrants that Receiving Party is not subject to any prior agreement or obligation that would conflict with Receiving Party’s obligations under this Agreement. Receiving Party represents and warrants that Receiving Party will not bring to Disclosing Party or use in the performance of Receiving Party’s duties any confidential information belonging to any third party.

11.

Data Privacy and Security

Receiving Party acknowledges Receiving Party's obligation to comply with all applicable state and federal data privacy and security regulations, including but not limited to [List Relevant Regulations, e.g., HIPAA, GLBA, etc.].

12.

Integration and Severability

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. 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. No modification of this Agreement shall be valid unless in writing and signed by both parties.

13.

Whistleblower Protection

Nothing in this Agreement shall be construed to restrict Receiving Party’s lawful rights under the Arkansas Whistle-Blower Act, the Defend Trade Secrets Act’s anti-retaliation provisions (18 U.S.C. § 1833(b)), or the right to disclose information to government agencies for reporting legal violations.

14.

Acknowledgment

Receiving Party acknowledges that Receiving Party has read, understood, and voluntarily agrees to all terms and conditions of this Agreement.

* Option A: Statement of Translation. If the employee does not have proficient English language skills, this document was translated to [Language] to ensure that the employee understands the contents of this agreement.

15.

Scope of Agreement

* Option A: Direct Employment Only. This agreement applies solely to the period of direct employment between the Disclosing Party and the Receiving Party.

* Option B: Broader Application. This agreement also applies to pre-employment, post-employment, independent contracting, internships, or other services that the Receiving Party provides to the Disclosing Party.

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]