Arkansas mutual nda template

Arkansas Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into as of this [Date] by and between:

• [Party A Full Legal Name], with a principal place of business at [Party A Address] ("Party A").
• [Party B Full Legal Name], with a principal place of business at [Party B Address] ("Party B").

Party A and Party B may each be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, the Parties desire to engage in discussions and explore a potential business relationship (the "Purpose"); and

WHEREAS, in connection with the Purpose, each Party may disclose to the other Party certain Confidential Information (as defined below);

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definition of Confidential Information:

• Option A: "Confidential Information" means any and all information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally or in writing, electronically or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:
  • Business plans, financial information, marketing plans and strategies.
  • Customer and supplier lists and information.
  • Trade secrets as defined under the Arkansas Uniform Trade Secrets Act.
  • Proprietary technology, software, and related documentation.
  • Pricing structures and financial records.
  • Marketing strategies, business processes, and unpublished inventions.
  • Source code, technical documentation, and any related materials.
  • Emails or oral disclosures afterward confirmed in writing.
  • Any information identified as confidential at the time of disclosure.
• Option B: "Confidential Information" means only written information clearly marked as "Confidential" at the time of disclosure.

2. Exclusions from Confidentiality:

• Option A: The obligations under this Agreement shall not apply to information that:
  • Is or becomes publicly available through no fault of the Receiving Party.
  • Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party.
  • Is rightfully disclosed to the Receiving Party by a third party without restriction on disclosure.
  • Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Option B: If the Receiving Party is required to disclose Confidential Information pursuant to a valid order issued by a court or governmental agency of competent jurisdiction within Arkansas, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall reasonably cooperate with the Disclosing Party in seeking such protective order or other remedy.

3. Use of Confidential Information:

• Option A: The Receiving Party shall use the Confidential Information solely for the Purpose. The Receiving Party shall not use the Confidential Information for any other purpose, or for its own benefit or the benefit of any third party, without the Disclosing Party's prior written consent.
• Option B: The Receiving Party may only use the Confidential Information for the direct evaluation of [Describe Specific Purpose, e.g., the potential acquisition of Party A by Party B].

4. Disclosure to Employees and Agents:

• Option A: The Receiving Party may disclose Confidential Information only to its employees, agents, and subcontractors who have a bona fide need to know the Confidential Information for the Purpose and who are bound by written confidentiality obligations at least as protective as those contained in this Agreement.
• Option B: No Confidential Information shall be disclosed to any third parties without the express written consent of the Disclosing Party.

5. Safeguarding Confidential Information:

• Option A: The Receiving Party shall exercise commercially reasonable care to protect the confidentiality of the Confidential Information, including, without limitation, implementing and maintaining administrative, physical, and technical safeguards that are consistent with Arkansas industry standards. Such safeguards shall be at least as protective as the Receiving Party uses to protect its own confidential information of a similar nature. The parties agree that data will remain stored and processed within the United States.
• Option B: The Receiving Party shall store all Confidential Information in a secure location and restrict access to only those individuals with a "need to know" as defined in Section 4.

6. Term and Termination:

• Option A: This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years from the Effective Date. The obligations of confidentiality under this Agreement shall survive termination of this Agreement for a period of [Number] years after termination, except for trade secrets which shall be protected for as long as they meet the definition of a trade secret under Arkansas law.
• Option B: Either party may terminate this agreement with [Number] days written notice. The obligations of confidentiality shall survive for [Number] years.

7. Return or Destruction of Confidential Information:

• Option A: Upon the termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party all tangible embodiments of the Confidential Information (including, without limitation, documents, drawings, and computer files) and all copies thereof, or, at the Disclosing Party's option, destroy all such tangible embodiments and copies and certify such destruction in writing to the Disclosing Party.
• Option B: At the end of this agreement the receiving party will either return or destroy information at the direction of the disclosing party.

8. Unauthorized Disclosure:

• Option A: The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any unauthorized disclosure, loss, or breach of the Confidential Information. The Receiving Party shall cooperate with the Disclosing Party in any reasonable remedial efforts to mitigate the effects of such unauthorized disclosure, loss, or breach, including, without limitation, complying with any applicable Arkansas data breach notification laws.
• Option B: The receiving party will inform the disclosing party in writing within 24 hours if any unauthorized disclosure occurs.

9. Remedies:

• Option A: The Parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity, without the necessity of posting a bond, to prevent or restrain any breach or threatened breach of this Agreement. The prevailing party in any action to enforce this agreement shall be entitled to recover its reasonable attorneys’ fees and costs.
• Option B: The parties agree that Arkansas Courts shall have the right to issue injunctive relief in the case of any breach.

10. Dispute Resolution:

• Option A: Any dispute arising out of or relating to this Agreement shall be settled first through good-faith negotiation between the Parties. If the Parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation in [City, Arkansas]. If mediation is unsuccessful, the dispute shall be resolved by litigation in the state or federal courts located in [County, Arkansas], and the Parties hereby consent to the exclusive jurisdiction of such courts.
• Option B: All disputes will be resolved through binding arbitration under Arkansas law.

11. Governing Law:

• Option A: 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, including the Arkansas Uniform Trade Secrets Act.
• Option B: Arkansas law governs.

12. Representations and Warranties:

• Option A: Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that the disclosure of Confidential Information will not violate any agreement or obligation with any third party.
• Option B: Each party warrants that it has the legal authority to enter into this agreement.

13. No License:

• Option A: Nothing in this Agreement shall be construed as granting to the Receiving Party any license or other rights in or to the Confidential Information, except as expressly set forth herein. All right, title, and interest in and to the Confidential Information shall remain the sole and exclusive property of the Disclosing Party.
• Option B: No license is granted.

14. Assignment:

• Option A: This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in interest by merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.
• Option B: This agreement may not be assigned.

15. Severability:

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
• Option B: If any part of this agreement is found invalid, the rest remains valid.

16. Waiver:

• Option A: No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party.
• Option B: All waivers must be in writing.

17. Amendment:

• Option A: This Agreement may be amended only by a written instrument signed by both Parties.
• Option B: Any changes must be in writing and signed.

18. 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, between the Parties with respect to such subject matter.
• Option B: This is the entire agreement.

19. 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 valid and enforceable to the same extent as original signatures under the Arkansas Uniform Electronic Transactions Act.

20. Notices:

• Option A: 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 or registered mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above (or to such other address as a Party may designate by notice to the other Party).
  • If to Party A: [Party A Contact Name], [Party A Address]
  • If to Party B: [Party B Contact Name], [Party B Address]

21. Independent Legal Counsel:

• Option A: Each Party acknowledges that it has had the opportunity to consult with independent legal counsel regarding this Agreement and that no Party shall be considered the drafter of this Agreement for purposes of contract construction under Arkansas law.

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

[Party A Full Legal Name]

By: [Party A Signature]

Name: [Party A Printed Name]

Title: [Party A Title]

[Party B Full Legal Name]

By: [Party B Signature]

Name: [Party B Printed Name]

Title: [Party B Title]