Non-Disclosure Agreement - Mutual (Alabama)

MUTUAL NON-DISCLOSURE AGREEMENT

(Alabama)

1. Parties and Purpose

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of [__/__/____] by:

• Party A: [FULL LEGAL NAME, ENTITY TYPE, JURISDICTION, AND ADDRESS]
• Party B: [FULL LEGAL NAME, ENTITY TYPE, JURISDICTION, AND ADDRESS]

Each is a “Party”; together, the “Parties.”

The Parties may exchange information solely to evaluate or perform [DESCRIBE THE SPECIFIC PROJECT OR TRANSACTION] (the “Permitted Purpose”). This Agreement does not require either Party to disclose information, enter another agreement, or complete a transaction.

2. Scope and Classification

Before disclosure, complete this classification:

☐ Business-to-business evaluation
☐ Existing commercial relationship
☐ Potential investment, financing, acquisition, or sale
☐ Product, software, technical, or research collaboration
☐ One or more individual employees, contractors, or consultants will receive information
☐ Personal, health, financial, biometric, student, consumer, government, export-controlled, privileged, or other regulated data may be disclosed
☐ A customer, vendor, employer, public body, or other third party restricts disclosure
☐ A personnel, customer, or competitive restraint is requested

Required addenda, consents, or third-party approvals: [________________________________]

No regulated or third-party-controlled information may be disclosed until the Parties identify their roles, authority, permitted use, safeguards, retention, incident response, and required notices in a counsel-reviewed addendum.

3. Definitions

“Confidential Information” means nonpublic information disclosed by or for one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that:

• is marked or identified as confidential when disclosed;
• is summarized and identified in writing within [____] days after an oral or visual disclosure; or
• a reasonable recipient would understand to be confidential from the information's nature and the circumstances.

Confidential Information may include business, financial, customer, supplier, personnel, operational, technical, product, software, security, research, legal, and transaction information described more precisely in Schedule 1.

“Authorized Recipient” means a Receiving Party representative who needs the information for the Permitted Purpose and is bound to protect it by a written duty or applicable professional obligation.

“Trade Secret” means Confidential Information that independently satisfies every element of the trade-secret law applicable to the information and claim. A label in this Agreement does not itself create statutory trade-secret status.

4. Information Not Covered

Confidential Information excludes information the Receiving Party can demonstrate through reliable evidence:

1. was lawfully known without a confidentiality duty before disclosure;
2. becomes public without breach of this Agreement;
3. is lawfully received from another source without a confidentiality duty;
4. is independently developed without use of the Disclosing Party's Confidential Information; or
5. is approved for release in a writing signed by the Disclosing Party.

The public availability of separate facts does not necessarily make a nonpublic compilation public.

5. Receiving Party Duties

The Receiving Party shall:

1. use Confidential Information only for the Permitted Purpose;
2. protect it with the safeguards stated in Schedule 2 and at least the care used for similarly sensitive information of its own;
3. disclose it only to Authorized Recipients;
4. inform Authorized Recipients of the applicable restrictions;
5. remain responsible for its Authorized Recipients to the extent stated here: [________________________________];
6. copy the information only as reasonably needed for the Permitted Purpose; and
7. promptly notify the Disclosing Party at [CONTACT / METHOD] after discovering unauthorized access, use, or disclosure, subject to the incident procedure in Schedule 2.

This Agreement does not authorize either Party to obtain information unlawfully, exceed system access, interfere with security controls, or disclose information it lacks authority to disclose.

6. Required and Protected Disclosures

If legal process requires disclosure, the Receiving Party shall, to the extent lawful:

• give notice early enough for the Disclosing Party to seek protection;
• reasonably cooperate at the Disclosing Party's expense;
• disclose only what counsel determines is required; and
• request confidential treatment when reasonably available.

Nothing in this Agreement prohibits a person from reporting or investigating a suspected violation of law, communicating with or participating before a government or regulator, making a legally protected disclosure, obtaining confidential legal advice, or responding truthfully to legal process. No prior notice or authorization is required when controlling law protects a communication from those requirements.

If an employee, contractor, or consultant will receive information, counsel must attach any specific whistleblower-immunity or employment notice required for that relationship. This general business form does not supply a statutory notice.

7. Return, Destruction, and Retention

On written request or termination, the Receiving Party shall within [____] days:

☐ return the identified materials;
☐ destroy the identified materials; or
☐ follow this mixed process: [________________________________].

The Receiving Party may retain only:

• copies required by identified law, professional duty, litigation hold, audit requirement, or record policy;
• material in routine backup systems not readily accessible in ordinary operations; and
• one archival copy held by counsel, if selected: ☐.

Retained material remains subject to this Agreement for the applicable period and may not be used for a business purpose.

8. Duration

Disclosure period: [____] years beginning on the Effective Date.

Non-trade-secret confidentiality period: [____] years after each disclosure / after termination [SELECT ONE].

Trade-secret information: protected by contract for [TERM / WHILE IT REMAINS A TRADE SECRET / OTHER], after counsel reviews whether that duration and scope are appropriate.

Earlier termination right: [NOTICE AND EFFECT / NONE].

Termination does not erase duties applicable to information disclosed before termination.

9. Intellectual Property and Technical Restrictions

No disclosure transfers ownership or grants a patent, copyright, trademark, software, data, publicity, or other intellectual-property license except the limited right to evaluate or use the information for the Permitted Purpose.

Select the reverse-engineering treatment:

☐ No contractual restriction.
☐ The Receiving Party will not reverse engineer these identified materials, subject to any nonwaivable rule: [________________________________].

Select the residual-knowledge treatment:

☐ No residual-knowledge exception or license.
☐ Limited residual provision: [________________________________].

Neither selection authorizes disclosure, infringement, unlawful access, or use of information that remains protected.

10. Optional Relationship Restrictions

This NDA creates no noncompetition, customer nonsolicitation, personnel nonsolicitation, no-hire, exclusive-dealing, standstill, or publicity restriction unless a separately completed provision is attached.

☐ No relationship restriction.
☐ Counsel-reviewed personnel term: [SCOPE, PERSONS, CONDUCT, DURATION, EXCEPTIONS].
☐ Counsel-reviewed customer or vendor term: [SCOPE, RELATIONSHIPS, CONDUCT, DURATION, EXCEPTIONS].
☐ Publicity restriction: [________________________________].

Any selected restriction must be reviewed for the actual parties, workers, interests, territory, duration, consideration, and requested remedy.

11. Remedies and Liability

11.1 Contract remedies. A Party asserting breach must establish the required breach, causation, loss, defenses, and remedy. This Agreement does not make irreparable harm, an injunction, damages, attorneys' fees, or any other relief automatic.

11.2 Provisional relief. Either Party may request temporary or equitable relief from a court or tribunal authorized to grant it. Proof, security, scope, and procedure remain for that forum under controlling law.

11.3 Statutory claims. A confidentiality breach is not automatically trade-secret misappropriation or another statutory violation. Each claim retains its own definitions, jurisdictional predicates, remedies, defenses, limitations, and anti-duplication rules.

11.4 Fees and costs. Select one:

☐ Each Party bears its own fees and costs except as a court or tribunal otherwise awards.
☐ Counsel-reviewed prevailing-party provision: [________________________________].

11.5 Liability selection. Select one after coordinating with any controlling transaction agreement:

☐ No contractual aggregate cap.
☐ Aggregate cap of $[________], subject to these negotiated exceptions: [________________________________].
☐ Liability treatment in controlling agreement Section [____].

11.6 Indemnity selection. Select one:

☐ No contractual indemnity.
☐ Claim-specific third-party indemnity in Schedule 3, identifying protected persons, covered claims, exclusions, notice, defense control, settlement consent, costs, and cap.

No force-majeure clause excuses confidentiality, return, security, notice, or legal-process duties unless a tailored clause states the affected duty and consequences.

12. Information Quality and Reliance

Except for an express statement in Schedule 1, Confidential Information is provided for evaluation without a representation that it is complete, accurate, fit for a purpose, noninfringing, or free of errors. Each Party remains responsible for its own investigation and decisions.

Each Party represents only that its signatory has authority to execute this Agreement and that the Party will not knowingly disclose information in violation of an identified binding duty.

13. Governing Law and Dispute Route

Governing-law selection: Alabama law, subject to counsel's conflict-of-laws and mandatory-law review.

Proposed court forum: [COURT / COUNTY], subject to subject-matter jurisdiction and mandatory venue.

Select one complete dispute route:

☐ Court proceedings; no contractual arbitration requirement.
☐ Mediation before non-emergency litigation.
☐ Counsel-drafted arbitration rider stating administrator, rules, seat, arbitrator selection, scope, provisional relief, discovery, confidentiality, fees, award, and court enforcement.

No jury waiver is included. Any proposed waiver must be separately stated, conspicuous, and reviewed under current law.

14. General Terms

14.1 Entire agreement. This Agreement and its completed schedules contain the confidentiality arrangement for the Permitted Purpose. State any controlling transaction agreement and precedence rule: [________________________________].

14.2 Amendment and waiver. A change or waiver must be in a writing signed by the affected Parties and applies only to the stated instance.

14.3 Assignment. Neither Party may assign this Agreement without the other's written consent except as selected here: [________________________________]. No assignment releases the assigning Party unless expressly agreed.

14.4 Severability. If a provision is unenforceable, the remaining terms continue only if the essential confidentiality exchange remains workable. Judicial modification is requested only if governing law permits it.

14.5 Notices. Formal notices must be sent by [METHOD] to [ADDRESSES] and become effective upon [DELIVERY EVENT].

14.6 Counterparts and signatures. The Parties select:

☐ Wet-ink counterparts.
☐ Authenticated electronic-signature method: [________________________________].

15. Signatures

Schedule 1 — Information and Purpose

Specific information categories: [________________________________]

Excluded information or systems: [________________________________]

Authorized disclosures and recipients: [________________________________]

Express information-quality statements, if any: [________________________________]

Schedule 2 — Security, Retention, and Incident Procedure

Access controls: [________________________________]

Storage and transmission safeguards: [________________________________]

Retention and deletion: [________________________________]

Incident notice and cooperation: [________________________________]

Subcontractor controls: [________________________________]

Schedule 3 — Optional Risk Terms

Liability cap and exceptions: [________________________________]

Third-party indemnity: [________________________________]

Insurance: [________________________________]

Dispute rider: [________________________________]