Non-Disclosure Agreement - Mutual (Arizona)

ARIZONA MUTUAL NDA PREPARATION PACKET

Important Use Gate

This packet is not an agreement and creates no confidentiality, use, security, ownership, payment, indemnity, dispute, or remedy obligation. Do not ask the project parties to sign it.

Use it to collect balanced instructions for an Arizona attorney who will select current authority and prepare the executable mutual NDA. Do not import a statutory definition, fixed deadline, automatic remedy, employee notice, or dispute clause from another state or an older form.

Arizona relationship and information gate

1. Packet Control

2. Parties and Relationship

Select every relevant relationship for counsel review:

• ☐ Prospective transaction
• ☐ Customer or vendor relationship
• ☐ Professional services
• ☐ Joint development or research
• ☐ Licensing discussion
• ☐ Due diligence or financing
• ☐ Employment or applicant relationship
• ☐ Independent-contractor or consulting work
• ☐ Government, litigation, or investigation context
• ☐ Other: [________________________________]

Relationship-specific law, notice, or separate agreement required: [____________________________________________________________]

3. Mutual Purpose and Disclosure Boundaries

• Permitted purpose: [____________________________________________________________]
• Disclosure start date: [__/__/____]
• Expected project end: [__/__/____]
• Approved disclosure channels: [________________________________]
• Approved systems and locations: [________________________________]
• Approved geographic access: [________________________________]
• Disclosures before signing to address: [________________________________]
• Affiliate or third-party disclosures to address: [________________________________]
• Information neither party should disclose: [________________________________]

4. Information Register

Identify each party's information separately. Mutual form language should not hide different sensitivity, ownership, marking, or control needs.

Trade-Secret Analysis for Counsel

The executable NDA should distinguish contract-defined confidential information from information that independently qualifies for any statutory remedy.

5. Exclusions and Proof

6. Authorized People and Responsibility

• Approval process for additional people: [________________________________]
• Contractor and adviser flow-down process: [________________________________]
• Responsibility for an authorized person's conduct: [________________________________]
• Removal or offboarding process: [________________________________]
• Access-review frequency: [________________________________]

7. Use, Copying, and Technical Activity

8. Ownership and Transaction Status

This packet does not allocate ownership, grant a license, warrant information, or require either party to proceed with a transaction.

9. Security and Incident Schedule

Incident Instructions

• Covered events: [________________________________]
• Notice trigger: [________________________________]
• Proposed notice period for counsel review: [________________________________]
• Notice recipient and method: [________________________________]
• Containment and evidence-preservation process: [________________________________]
• Forensic, privilege, customer, regulator, and insurer coordination: [________________________________]
• Cost allocation: [________________________________]

10. Required and Protected Communications

Separate relationship-specific notice or acknowledgment required: [YES / NO / UNRESOLVED]

11. Return, Destruction, Retention, and Duration

Do not use a contractual duration statement to declare that information qualifies as a trade secret or that a statutory period has been changed.

12. Regulated-Information Gate

13. Remedies and Risk Allocation

This packet does not promise an injunction, presume irreparable harm, waive security or bond, award damages, shift fees, impose indemnity, exclude damages, or limit liability.

14. Dispute Schedule

No arbitration, exclusive forum, jury waiver, bond waiver, fee shift, or dispute-confidentiality term applies merely because it appears as an option in this packet.

15. General-Term Instructions

16. Counsel Completion Record

☐ The correct parties, signers, roles, and relationship are identified.

☐ The mutual purpose and each party's actual information categories are specific.

☐ Contract confidential information is separated from any statutory trade-secret analysis.

☐ Every retained definition, protected-communication provision, deadline, limitation, and remedy is grounded in current authority.

☐ Employment, contractor, invention, nonsolicitation, noncompetition, and regulated-data issues are separately classified.

☐ Security, incident, return, deletion, backup, retention, and duration terms match actual systems and duties.

☐ Indemnity, insurance, liability limits, damages exclusions, fees, cure, and equitable relief are consciously selected and coordinated.

☐ Governing law, forum, venue, arbitration, jury, confidentiality, and interim-relief terms are separately reviewed.

☐ No unresolved instruction, blank selection, internal note, or alternative remains in the executable NDA.

• Reviewing attorney: [________________________________]
• Arizona bar number: [________________________________]
• Review date: [__/__/____]
• Approved NDA version: [________________________________]
• Remaining conditions before signing: [________________________________]

End of preparation packet. Do not add party signatures to this packet.