Non-Disclosure Agreement - Mutual (Arizona)

MUTUAL NON-DISCLOSURE AGREEMENT (ARIZONA)

This Mutual Non-Disclosure Agreement is made as of [__/__/____] by [PARTY A LEGAL NAME], [ENTITY TYPE OR INDIVIDUAL / ADDRESS] (Party A), and [PARTY B LEGAL NAME], [ENTITY TYPE OR INDIVIDUAL / ADDRESS] (Party B). Each may disclose information to the other for [SPECIFIC PROJECT OR TRANSACTION] (the Purpose). In exchange for their mutual promises, they agree as follows.

1. Covered information and roles

A Disclosing Party is a party providing information. A Receiving Party is the other party. Confidential Information is nonpublic information disclosed for the Purpose in writing, orally, electronically, visually, or by access to materials, if marked confidential or if its nature and circumstances reasonably show that it is confidential. The parties may identify especially sensitive information in an attached schedule: [SCHEDULE / NONE].

Confidential Information may include a trade secret only while it satisfies the applicable statutory requirements. A.R.S. § 44-401(4) requires economic value from secrecy and reasonable efforts to maintain secrecy. This Agreement also protects covered nontrade secret information for the contractual term below. Merely labeling information a trade secret does not establish that it meets the statute.

A party's Representatives are its personnel and professional advisers who need the information for the Purpose, are told it is confidential, and owe a confidentiality duty to the Receiving Party or Disclosing Party adequate for this Agreement. A party remains responsible under this Agreement for a disclosure or use by its Representatives that would breach its own obligations.

2. Use and safeguarding

The Receiving Party will use Confidential Information only for the Purpose; restrict access to its Representatives who need it; and protect it with reasonable care and at least the care it uses for its own similarly sensitive information. It will not disclose the information to others without the Disclosing Party's prior written permission. It will promptly tell the Disclosing Party about an unauthorized disclosure it discovers and cooperate in reasonable containment steps.

The Receiving Party will not reverse engineer a provided sample, code, or device to obtain protected information without the Disclosing Party's written permission, except where applicable law does not permit that contractual restriction. No patent, copyright, trademark, trade secret, or other intellectual property license or transfer is granted by disclosure under this Agreement.

3. Exclusions and required disclosure

The obligations in Section 2 do not apply to information the Receiving Party can document was already lawfully known without a confidentiality duty; became public without breach by it or its Representatives; was independently developed without using the disclosed information; was lawfully received from another person without a duty of confidence; or was approved for release in writing by the Disclosing Party. The Receiving Party has the burden under this Agreement to document the applicable exclusion.

If law or a valid legal process requires disclosure, the Receiving Party may disclose only the required portion. To the extent law permits, it will give the Disclosing Party prompt notice and reasonable cooperation so the Disclosing Party may seek protection. If advance notice is prohibited, the Receiving Party will record the reason and provide notice when lawful.

4. Return, term, and retained records

On the Disclosing Party's written request or when the Purpose ends, the Receiving Party will return or securely destroy the Disclosing Party's Confidential Information within [NUMBER] days and confirm its action in writing. It may retain copies required by law or a documented records policy, including routine backups not reasonably accessible in ordinary operations, if they remain protected and are not used for another purpose.

The parties may disclose information under this Agreement until [END DATE OR TERMINATION BY WRITTEN NOTICE]. Duties for covered information other than qualifying trade secrets continue for [NUMBER] years after the last disclosure. Duties for information that remains a qualifying trade secret continue while it meets A.R.S. § 44-401(4), unless the parties set a shorter lawful period here: [PERIOD OR NONE]. Ending discussions does not authorize use or disclosure during an applicable protection period.

5. Enforcement and general terms

A party may seek remedies available under the governing law for an actual or threatened breach. This Agreement does not promise an injunction, a fee award, or a particular amount of damages. Neither party assumes an indemnity, releases a claim, or waives a jury by signing this Agreement.

Arizona law governs this Agreement, subject to any mandatory law that applies to particular information or conduct. A dispute may be filed in a court with jurisdiction in [COUNTY, ARIZONA], subject to applicable jurisdiction and venue rules. Notices under this Agreement must be sent to the addresses below by [DELIVERY METHOD]; notice is effective on [RECEIPT RULE].

A change to this Agreement must be in a writing signed by both parties. Neither party may assign its rights or duties under it without the other's written consent, except as expressly agreed here: [EXCEPTION OR NONE]. If a provision is unenforceable, the remainder operates to the extent it can carry out the parties' intended confidentiality exchange. Each signer confirms authority to bind the named party.

Party A notice address and email: [ADDRESS / EMAIL]

Party B notice address and email: [ADDRESS / EMAIL]

Sources and References

• Arizona Legislature, A.R.S. § 44-401