Arkansas nda template

Arkansas Non-Disclosure Agreement (NDA)

Date of Execution: [Date, e.g., January 1, 2024]

Disclosing Party:

Name: [Name]

Address: [Address]

Phone Number: [Phone Number]

Email: [Email]

Receiving Party:

Name: [Name]

Address: [Address]

Phone Number: [Phone Number]

Email: [Email]

NDA Type:

Option A: Mutual NDA (Both parties are Disclosing and Receiving Parties)

Option B: Unilateral NDA (Only one party is the Disclosing Party)

Definition of Confidential Information:

Option A: Broad Definition: Any information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as "confidential" or which, under the circumstances surrounding disclosure, ought to be treated as confidential.

Option B: Specific Definition: Includes, but is not limited to:

Trade Secrets

Technical Data

Business Plans

Customer Lists

Financial Information

Proprietary Methods

Software Code

Option C: Oral Disclosure: Oral information is considered Confidential Information if:

It is identified as confidential at the time of disclosure, AND

Is summarized in a written document labeled "Confidential" and delivered to the Receiving Party within [Number] days after the oral disclosure.

Obligations of Receiving Party:

Duty to Protect: The Receiving Party shall protect the Confidential Information of the Disclosing Party with:

Option A: Reasonable Care

Option B: The same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

Prohibition of Unauthorized Use: The Receiving Party shall not use the Confidential Information for any purpose other than [Describe Permitted Purpose].

Prohibition of Unauthorized Disclosure: The Receiving Party shall not disclose the Confidential Information to any third party.

Restriction on Sharing with Employees/Affiliates/Agents:

Option A: Restriction: The Receiving Party shall limit access to the Confidential Information to its employees, affiliates, and agents who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Option B: No Restriction: The Receiving Party is not restricted in sharing with Employees/Affiliates/Agents.

Exceptions to Confidentiality:

Information that:

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

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

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

Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.

Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement prior to disclosure, to the extent legally permissible.

Term and Duration:

The obligations of confidentiality shall continue for a period of:

Option A: [Number, e.g., 2] years from the date of this Agreement.

Option B: [Number, e.g., 3] years from the date of first disclosure.

Option C: [Number, e.g., 5] years from the date of this Agreement.

Option D: Perpetually (only if dealing with information legally defined as trade secrets under the Arkansas Uniform Trade Secrets Act).

Exclusions and Residuals (Optional):

Option A: Included: Nothing in this Agreement shall prevent the Receiving Party from using any Residuals. The term "Residuals" means information in intangible form that is retained in the unaided memory of the Receiving Party's employees after access to the Confidential Information. An employee's memory is unaided if the employee has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it.

Option B: Excluded: This clause is specifically excluded from this agreement.

Use and Return/Destruction of Confidential Information:

Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall:

Option A: Promptly return all Confidential Information to the Disclosing Party.

Option B: Promptly destroy all Confidential Information and certify such destruction in writing to the Disclosing Party.

If destruction is chosen, certification must be completed within [Number] days of the request.

Non-Circumvention (Optional):

Option A: Included: During the term of this Agreement and for a period of [Number] years thereafter, the Receiving Party shall not directly or indirectly contact, solicit, or engage with any third party introduced by the Disclosing Party without the Disclosing Party’s prior written consent.

Option B: Excluded: This clause is specifically excluded from this agreement.

Remedies for Breach:

In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to the following remedies:

Injunctive Relief

Damages

Attorney’s Fees

Option A: Equitable Relief

Option B: No Equitable Relief

Dispute Resolution:

Any dispute arising out of or relating to this Agreement shall be resolved by:

Option A: Mediation in [City, Arkansas].

Option B: Arbitration in [City, Arkansas] in accordance with the rules of the American Arbitration Association.

Option C: Litigation in the state or federal courts located in [County], Arkansas.

Governing Law: 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.

Language: The language of the dispute resolution shall be English.

Severability:

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

Entire Agreement (Optional):

Option A: Included: 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: Excluded: This clause is specifically excluded from this agreement.

Waiver (Optional):

Option A: Included: 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.

Option B: Excluded: This clause is specifically excluded from this agreement.

Amendment (Optional):

Option A: Included: This Agreement may be amended only by a written instrument signed by all parties.

Option B: Excluded: This clause is specifically excluded from this agreement.

Assignment:

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

Option B: This Agreement may be freely assigned by either party.

Notice:

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon: (a) personal delivery; (b) deposit in the United States mail, by registered or certified mail, return receipt requested, postage prepaid; (c) delivery by a recognized overnight courier service; or (d) transmission by email, with confirmation of receipt.

Notices shall be addressed as follows:

To the Disclosing Party: [Address]

To the Receiving Party: [Address]

Arkansas-Specific Considerations (Optional):

Option A: Compliance with Arkansas Uniform Trade Secrets Act (UTSA): This Agreement is intended to comply with the provisions of the Arkansas Uniform Trade Secrets Act (Ark. Code Ann. § 4-75-601 et seq.).

Option B: Reasonableness of Scope: The parties agree that the terms of this Agreement, including the scope, duration, and territory of any restrictions, are reasonable and necessary to protect the Disclosing Party's legitimate business interests.

Option C: Court Modification: In the event that any provision of this Agreement is deemed overly broad or unenforceable by a court of competent jurisdiction in Arkansas, the parties agree that the court shall have the power to modify or “blue pencil” such provision to make it enforceable.

Signatures:

Disclosing Party:

____________________________

Signature

[Printed Name]

[Title]

Date: ______________________

Receiving Party:

____________________________

Signature

[Printed Name]

[Title]

Date: ______________________