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Standard NDA Trio Pack (Mutual, Unilateral, Employee) - Free Editor

STANDARD NDA TRIO PACK

Alabama Jurisdictional Version

Variant Selection Guide
Variant 1: Mutual Non-Disclosure Agreement
Variant 2: Unilateral Non-Disclosure Agreement
Variant 3: Employee NDA with Invention Assignment
Appendix: Comparison Chart

Variant Selection Guide

Use MUTUAL NDA when:
- Both parties will exchange confidential information
- Exploring potential business partnerships, joint ventures, or M&A
- Co-development or strategic alliance discussions
- Mutual due diligence required

Use UNILATERAL NDA when:
- Only one party discloses confidential information
- Vendor/supplier evaluations
- Investor pitch situations
- One-way consulting engagements

Use EMPLOYEE NDA when:
- Hiring employees who will access confidential information
- Need to secure IP rights in employee work product
- Combining confidentiality with invention assignment
- Onboarding requires access to trade secrets

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VARIANT 1 – MUTUAL NON-DISCLOSURE AGREEMENT

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

Party A: [PARTY_A_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [PARTY_A_ADDRESS] ("Party A"); and

Party B: [PARTY_B_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [PARTY_B_ADDRESS] ("Party B").

Party A and Party B are sometimes referred to individually as a "Party" and collectively as the "Parties."

Recitals

A. The Parties wish to explore a potential business relationship concerning [DESCRIBE_PURPOSE] (the "Purpose").

B. In connection with the Purpose, each Party may disclose Confidential Information to the other Party.

C. The Parties desire to protect the confidentiality of such information and to define their rights and obligations with respect thereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definition of Confidential Information

1.1 "Confidential Information" means any information, technical data, trade secrets, or know-how disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by inspection of tangible objects, including without limitation:

(a) Business information: customer lists, supplier information, pricing strategies, marketing plans, business strategies, financial information, and sales data;

(b) Technical information: research, product plans, designs, specifications, software (source code and object code), algorithms, processes, formulas, techniques, and inventions;

(d) Any other information marked as "Confidential," "Proprietary," or bearing a similar legend, or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 Trade Secrets. To the extent any Confidential Information constitutes a "trade secret" under the Alabama Trade Secrets Act (Ala. Code Section 8-27-1 et seq.), such information shall be entitled to all protections and remedies available under that Act in addition to the protections provided under this Agreement.

1.3 Confidential Information includes information disclosed before the Effective Date if the Parties agree in writing to treat such prior disclosures as subject to this Agreement.

1.4 Tangible embodiments of Confidential Information, including documents, prototypes, models, samples, and computer files, shall be treated as Confidential Information.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach of this Agreement by the Receiving Party;

(b) Was rightfully known to the Receiving Party without restriction on use or disclosure prior to its disclosure by the Disclosing Party, as evidenced by written records;

(c) Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation, as evidenced by written records;

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records; or

(e) Is required to be disclosed by law, regulation, court order, or governmental authority, provided that the Receiving Party provides prompt written notice to the Disclosing Party prior to such disclosure and reasonably cooperates with the Disclosing Party's efforts to seek protective treatment.

3. Obligations of the Receiving Party

3.1 Use Restriction. The Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose without the prior written consent of the Disclosing Party.

3.2 Non-Disclosure. The Receiving Party shall:

(a) Hold the Confidential Information in strict confidence;

(b) Not disclose the Confidential Information to any third party except as permitted under Section 4; and

(c) Protect the Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

3.3 No Reverse Engineering. The Receiving Party shall not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects embodying Confidential Information unless expressly permitted by applicable law despite this restriction.

3.4 No Obligation to Disclose. Neither Party is obligated to disclose any Confidential Information to the other Party. Each Party may, in its sole discretion, refuse to disclose any information or terminate discussions at any time.

4. Permitted Disclosures

4.1 The Receiving Party may disclose Confidential Information to its employees, officers, directors, attorneys, accountants, advisors, and consultants (collectively, "Representatives") who:

(a) Have a legitimate need to know for purposes of the Purpose;

(b) Have been informed of the confidential nature of the information; and

(c) Are bound by written confidentiality obligations at least as protective as those contained in this Agreement, or are subject to professional duties of confidentiality.

4.2 The Receiving Party shall be responsible for any breach of this Agreement by its Representatives and shall, at its sole expense, take all reasonable measures to restrain its Representatives from unauthorized use or disclosure of Confidential Information.

5. Term and Termination

5.1 Term. This Agreement shall commence on the Effective Date and continue for [TERM_YEARS] years unless earlier terminated by either Party upon [TERMINATION_NOTICE_DAYS] days' written notice to the other Party.

5.2 Survival. Upon termination or expiration of this Agreement, the obligations set forth in Sections 3, 6, and 7 shall survive for an additional [SURVIVAL_YEARS] years, or for as long as the information remains a trade secret under the Alabama Trade Secrets Act (Ala. Code Section 8-27-1 et seq.), whichever is longer.

5.3 Return or Destruction. Within [RETURN_DAYS] days after termination or upon written request by the Disclosing Party, the Receiving Party shall:

(a) Return to the Disclosing Party or destroy (at the Disclosing Party's election) all documents, materials, and other tangible items containing or representing Confidential Information and all copies thereof; and

(b) Certify in writing to the Disclosing Party that such materials have been returned or destroyed.

(c) Notwithstanding the foregoing, the Receiving Party may retain one archival copy of Confidential Information solely for purposes of monitoring its obligations under this Agreement, provided such copy remains subject to the confidentiality obligations herein.

6. No Rights Granted

6.1 Ownership. All Confidential Information remains the sole property of the Disclosing Party. No license, express or implied, in the Confidential Information or any intellectual property rights therein is granted to the Receiving Party under this Agreement, except for the limited right to use the Confidential Information solely for the Purpose.

6.2 No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION.

6.3 No Obligation. Nothing in this Agreement obligates either Party to enter into any further agreement or business relationship.

7. Remedies

7.1 Injunctive Relief. The Receiving Party acknowledges that a breach or threatened breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, including remedies available under the Alabama Trade Secrets Act (Ala. Code Section 8-27-1 et seq.).

7.2 Cumulative Remedies. The rights and remedies of the Parties under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.

7.3 Costs and Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable costs and attorneys' fees to the extent permitted under Alabama law.

8. General Provisions

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of law principles.

8.2 Jurisdiction and Venue. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Jefferson County (Birmingham), Alabama for any action arising out of or relating to this Agreement.

8.3 Jury Waiver. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ALABAMA LAW, ITS RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each Party acknowledges that this waiver is a material inducement to enter into this Agreement, that each Party has relied on this waiver in entering into this Agreement, and that each Party will continue to rely on this waiver in future dealings. Each Party warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel.

8.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, and representations.

8.5 Amendment. This Agreement may not be amended or modified except by a written instrument signed by both Parties.

8.6 Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

8.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable under Alabama law, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving its intent.

8.8 Notices. All notices required or permitted under this Agreement shall be in writing and delivered by: (a) personal delivery, (b) certified or registered mail, return receipt requested, (c) recognized overnight courier service, or (d) email with confirmation of receipt. Notices shall be sent to the addresses set forth above or to such other address as a Party may designate by notice.

8.9 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and enforceable pursuant to the Alabama Uniform Electronic Transactions Act (Ala. Code Section 8-1A-1 et seq.) and shall have the same force and effect as original signatures. PDF copies of signed documents shall be deemed originals for all purposes.

8.10 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

8.11 Export Control. Each Party agrees to comply with all applicable export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).

8.12 No Partnership. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.

PARTY A	PARTY B
[PARTY_A_NAME]	[PARTY_B_NAME]

By: _________________________	By: _________________________
Name: [NAME]	Name: [NAME]
Title: [TITLE]	Title: [TITLE]
Date: __________________	Date: __________________

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VARIANT 2 – UNILATERAL NON-DISCLOSURE AGREEMENT

This Unilateral Non-Disclosure Agreement (the "Agreement") is entered into as of [EFFECTIVE_DATE] (the "Effective Date") by and between:

Disclosing Party: [DISCLOSING_PARTY_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [DISCLOSING_PARTY_ADDRESS] ("Disclosing Party"); and

Receiving Party: [RECEIVING_PARTY_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [RECEIVING_PARTY_ADDRESS] ("Receiving Party").

Recitals

A. Disclosing Party possesses certain confidential and proprietary information relating to [DESCRIBE_SUBJECT_MATTER].

B. Receiving Party desires to receive such information in connection with [DESCRIBE_PURPOSE] (the "Purpose").

C. Disclosing Party is willing to disclose such information to Receiving Party subject to the terms and conditions of this Agreement.

1. Definition of Confidential Information

1.1 "Confidential Information" means all information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, in writing, electronically, or by inspection of tangible objects, including but not limited to:

(a) Technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, source code, object code, algorithms, developments, inventions, processes, formulas, techniques, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information;

(b) Any information that is marked, designated, or otherwise identified as "Confidential," "Proprietary," or with a similar legend at the time of disclosure;

(c) Any information that would reasonably be considered confidential given the nature of the information and the circumstances surrounding its disclosure; and

(d) All notes, analyses, compilations, studies, summaries, or other documents prepared by Receiving Party that contain, reflect, or are derived from Confidential Information.

1.3 Confidential Information includes information disclosed prior to the Effective Date if the parties agree in writing to apply this Agreement retroactively to such prior disclosures.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

(a) Is or becomes generally available to the public through no act or omission of Receiving Party or its Representatives (as defined below);

(b) Was in Receiving Party's lawful possession prior to disclosure by Disclosing Party and was not subject to any obligation of confidentiality, as evidenced by Receiving Party's written records;

(c) Is lawfully obtained by Receiving Party from a third party without breach of any confidentiality obligation, as evidenced by written documentation;

(d) Is independently developed by Receiving Party without use of or reference to Confidential Information, as evidenced by competent written records; or

(e) Is approved for release by prior written authorization of Disclosing Party.

3. Obligations of Receiving Party

3.1 Non-Disclosure. Receiving Party shall:

(a) Hold all Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any third party except as expressly permitted under Section 4;

(c) Use at least the same degree of care to protect the Confidential Information that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and

(d) Not remove or alter any confidentiality notices or legends on any Confidential Information.

3.2 Use Restriction. Receiving Party shall use Confidential Information solely for the Purpose and for no other purpose. Receiving Party shall not exploit Confidential Information for its own benefit or the benefit of any third party.

3.3 No Reverse Engineering. Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying ideas or algorithms of any software or technology constituting Confidential Information, except to the extent such restriction is expressly prohibited by applicable law.

3.4 Security Measures. Receiving Party shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, use, or disclosure.

4. Permitted Disclosures

4.1 Need-to-Know Basis. Receiving Party may disclose Confidential Information only to its employees, officers, directors, attorneys, accountants, advisors, agents, and contractors (collectively, "Representatives") who:

(a) Have a legitimate need to know the Confidential Information for purposes of the Purpose;

(b) Have been informed of the confidential nature of the information; and

(c) Are bound by written confidentiality obligations no less restrictive than those contained in this Agreement, or are subject to professional duties of confidentiality.

4.2 Responsibility for Representatives. Receiving Party shall be fully responsible and liable for any breach of this Agreement by any of its Representatives. Receiving Party shall, at its sole expense, take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of Confidential Information.

4.3 Legally Required Disclosure. If Receiving Party is required by law, regulation, court order, subpoena, or governmental authority to disclose any Confidential Information, Receiving Party shall:

(a) Promptly notify Disclosing Party in writing prior to such disclosure to permit Disclosing Party to seek a protective order or other appropriate remedy;

(b) Reasonably cooperate with Disclosing Party's efforts to obtain protective treatment of such Confidential Information; and

5. Return or Destruction of Confidential Information

5.1 Upon the earlier of: (a) completion of the Purpose; (b) written request by Disclosing Party; or (c) termination of this Agreement, Receiving Party shall promptly (and in any event within [RETURN_DAYS] days):

(a) Return to Disclosing Party all documents, materials, and tangible items containing or embodying Confidential Information, including all copies, reproductions, summaries, and excerpts thereof; or

(b) At Disclosing Party's election, destroy all such materials and provide written certification signed by an authorized officer of Receiving Party certifying such destruction.

5.2 Notwithstanding Section 5.1, Receiving Party may retain one (1) archival copy of Confidential Information in a secure location solely for purposes of determining its obligations under this Agreement and for legal compliance, provided such copy remains subject to all confidentiality obligations under this Agreement.

5.3 Confidential Information stored on backup media or systems in accordance with Receiving Party's standard backup and disaster recovery procedures may be retained beyond the return/destruction deadline, provided such information remains subject to the confidentiality obligations of this Agreement.

6. No Rights Granted; No Warranty

6.1 Retention of Rights. All Confidential Information is and shall remain the sole and exclusive property of Disclosing Party. No license or other right in or to any Confidential Information or any patent, copyright, trademark, trade secret, or other intellectual property right is granted to or implied by this Agreement, except for the limited right to use Confidential Information solely for the Purpose.

6.2 No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6.3 No Obligation. Nothing in this Agreement obligates Disclosing Party to disclose any particular information or to enter into any further agreement or business relationship with Receiving Party.

6.4 No Agency. This Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties.

7. Term and Termination

7.1 Term. This Agreement shall commence on the Effective Date and continue for [TERM_YEARS] years, unless earlier terminated by either party upon [TERMINATION_NOTICE_DAYS] days' written notice to the other party.

7.2 Survival. The obligations of confidentiality and non-use set forth in this Agreement shall survive termination or expiration of this Agreement and shall continue for a period of [SURVIVAL_YEARS] years thereafter, or for as long as the information remains a trade secret under the Alabama Trade Secrets Act (Ala. Code Section 8-27-1 et seq.), whichever is longer.

8. Remedies and Enforcement

8.1 Irreparable Harm. Receiving Party acknowledges and agrees that:

(a) The Confidential Information is valuable and unique, and disclosure in breach of this Agreement will result in irreparable injury to Disclosing Party;

(b) Monetary damages may be inadequate to compensate Disclosing Party for breach of this Agreement; and

(c) Disclosing Party shall be entitled to seek equitable relief, including preliminary and permanent injunctive relief and specific performance, in addition to all other remedies available at law or in equity, including remedies available under the Alabama Trade Secrets Act (Ala. Code Section 8-27-1 et seq.).

8.2 Cumulative Remedies. The remedies provided in this Agreement are cumulative and not exclusive, and shall be in addition to any other remedies available at law or in equity.

8.3 Attorneys' Fees. In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses to the extent permitted under Alabama law.

9. General Provisions

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without giving effect to any choice of law or conflict of law provisions.

9.2 Jurisdiction and Venue. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Jefferson County (Birmingham), Alabama, and each party irrevocably submits to the exclusive jurisdiction of such courts.

9.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ALABAMA LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each Party acknowledges that this waiver is a material inducement to enter into this Agreement, that each Party has relied on this waiver in entering into this Agreement, and that each Party will continue to rely on this waiver in future dealings.

9.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals, negotiations, representations, and understandings.

9.5 Amendment. This Agreement may be amended or modified only by a written instrument executed by both parties.

9.6 Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of such right or remedy. No waiver shall be effective unless made in writing and signed by the waiving party.

9.7 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable under Alabama law, the remaining provisions shall continue in full force and effect, and such provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

9.8 Notices. All notices under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) certified or registered mail, return receipt requested; (c) nationally recognized overnight courier; or (d) email with confirmation of receipt. Notices shall be sent to the addresses set forth above or to such other address as a party may specify in writing.

9.9 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and enforceable pursuant to the Alabama Uniform Electronic Transactions Act (Ala. Code Section 8-1A-1 et seq.) and shall have the same force and effect as original signatures.

9.10 Assignment. Receiving Party may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Disclosing Party. Any attempted assignment in violation of this provision shall be void. Disclosing Party may assign this Agreement without consent.

9.11 Export Compliance. Receiving Party acknowledges that Confidential Information may be subject to U.S. export control laws and regulations. Receiving Party shall comply with all applicable export laws and shall not export or re-export Confidential Information in violation of such laws.

9.12 Survival. Sections 2, 3, 5, 6, 7, 8, and 9 shall survive termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Unilateral Non-Disclosure Agreement as of the Effective Date.

DISCLOSING PARTY:

[DISCLOSING_PARTY_NAME]

By: ______________________________

Name: [NAME]

Title: [TITLE]

Date: _____________________

RECEIVING PARTY:

[RECEIVING_PARTY_NAME]

By: ______________________________

Name: [NAME]

Title: [TITLE]

Date: _____________________

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VARIANT 3 – EMPLOYEE NDA WITH INVENTION ASSIGNMENT

This Employee Non-Disclosure and Invention Assignment Agreement (the "Agreement") is entered into as of [EFFECTIVE_DATE] (the "Effective Date") by and between:

Company: [COMPANY_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [COMPANY_ADDRESS] ("Company"); and

Employee: [EMPLOYEE_NAME], an individual residing at [EMPLOYEE_ADDRESS] ("Employee").

Recitals

A. Company is engaged in the business of [DESCRIBE_BUSINESS] and possesses valuable confidential and proprietary information and trade secrets.

B. Employee is being employed by Company in the capacity of [JOB_TITLE] (the "Position").

C. In connection with Employee's employment, Employee will have access to and may contribute to the development of Confidential Information and Inventions (as defined below).

D. As a material condition of employment and in consideration of Employee's employment and access to Confidential Information, the parties agree as follows:

1. Confidential Information

1.1 Definition. "Confidential Information" means all information, whether or not in writing, of a confidential, proprietary, or trade secret nature relating to Company's business, including but not limited to:

(a) Technical Information: research and development, inventions (whether patentable or not), discoveries, improvements, innovations, designs, ideas, trade secrets, know-how, formulas, processes, techniques, software, source code, object code, algorithms, databases, specifications, and technical data;

(b) Business Information: customer and supplier lists and information, pricing information, cost data, market studies, business plans, computer software and programs, financial information, forecasts, sales and merchandising data, marketing plans, and business strategies;

(d) Any other information that Company treats as confidential or proprietary or that Employee should reasonably understand to be confidential or proprietary based on the nature of the information and the circumstances of disclosure.

1.3 Marking. While Company will endeavor to mark Confidential Information as "Confidential," the absence of such marking shall not affect the confidential nature of such information.

1.4 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach of this Agreement by Employee;

(b) Was rightfully in Employee's possession prior to employment with Company, as evidenced by Employee's written records; or

(c) Is independently developed by Employee after termination of employment without use of or reference to Company's Confidential Information, as evidenced by written records.

2. Confidentiality Obligations

2.1 Non-Disclosure. Employee shall:

(a) Hold all Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any person or entity except as required to perform Employee's duties for Company;

(d) Exercise reasonable care to protect the confidentiality of all Confidential Information, using at least the same degree of care Employee uses to protect Employee's own confidential information, but in no event less than reasonable care.

2.2 No Unauthorized Copying. Employee shall not make copies of any Confidential Information except as required to perform Employee's duties. All copies made shall remain the property of Company.

2.3 Third-Party Information. Employee acknowledges that Company may receive confidential information from third parties. Employee agrees to hold such third-party information in confidence and not to disclose or use such information except as authorized by Company.

2.4 Duration. Employee's confidentiality obligations shall continue during employment and for [SURVIVAL_YEARS] years after termination of employment, or for as long as the information remains a trade secret under the Alabama Trade Secrets Act (Ala. Code Section 8-27-1 et seq.), whichever is longer.

3. Inventions and Intellectual Property

3.1 Definition of Inventions. "Inventions" means all discoveries, developments, designs, improvements, inventions (whether or not patentable), works of authorship, software, trade secrets, know-how, ideas, and other intellectual property, whether or not reduced to practice, that Employee, alone or jointly with others, conceives, develops, reduces to practice, or makes during the period of employment.

3.2 Assignment of Inventions. Employee hereby assigns and agrees to assign to Company all right, title, and interest in and to all Inventions that:

(a) Relate to Company's actual or demonstrably anticipated business or research and development;

(b) Result from any work performed by Employee for Company; or

3.3 Works Made for Hire. To the extent any Invention qualifies as a "work made for hire" under applicable copyright law, it shall be deemed a work made for hire and all right, title, and interest therein shall vest in Company. To the extent any such Invention does not qualify as a work made for hire, Employee hereby assigns to Company all copyright, trademark, patent, trade secret, and other intellectual property rights in such Invention.

3.4 Moral Rights. To the extent permitted by law, Employee hereby irrevocably waives any "moral rights" or similar rights in any Inventions or other works created for Company.

3.5 Alabama Law Notice. Employee acknowledges that Alabama does not have a specific statute similar to California Labor Code Section 2870 limiting the scope of invention assignment agreements. However, this Agreement is not intended to assign any Invention that Employee develops entirely on Employee's own time without using Company's equipment, supplies, facilities, or trade secret information, and that does not relate to Company's business or result from work performed for Company.

3.6 Prior Inventions. Employee has attached as Exhibit A a complete list of all Inventions made or conceived by Employee prior to employment with Company that Employee desires to exclude from this Agreement ("Prior Inventions"). If no such list is attached, Employee represents that there are no such Prior Inventions. Company agrees that Employee retains all rights to such Prior Inventions.

3.7 Disclosure of Inventions. Employee shall:

(a) Promptly disclose to Company in writing all Inventions made during the period of employment;

(b) Maintain adequate and current written records of all Inventions in the form of notes, sketches, drawings, electronic files, and reports; and

4. Further Assurances and Assistance

4.1 Cooperation. Employee agrees to reasonably cooperate with Company, both during and after employment, with respect to the prosecution, maintenance, and enforcement of Company's intellectual property rights in any Inventions.

4.2 Post-Employment Assistance. Employee's obligation to assist Company as provided in Section 4.1 shall continue beyond termination of employment. Company shall compensate Employee at a reasonable rate for time actually spent at Company's request providing such assistance after termination, and shall reimburse Employee for reasonable out-of-pocket expenses incurred.

4.3 Power of Attorney. If Company is unable to secure Employee's signature on any document required to apply for, prosecute, obtain, or enforce any intellectual property right covering any Invention due to Employee's unavailability, refusal, or any other reason, Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Employee's agent and attorney-in-fact to act on Employee's behalf to execute and file such documents.

5. No Conflicting Obligations

5.1 Representations. Employee represents and warrants that:

(a) Employee is not bound by any agreement or obligation that would conflict with this Agreement or prevent Employee from performing Employee's duties for Company;

(b) Employee's performance of duties for Company will not violate any agreement with or obligation to any former employer or other party; and

5.2 No Use of Third-Party Information. Employee agrees not to bring to Company or use in the performance of Employee's duties any confidential or proprietary information of any former employer or other third party, unless Employee has written authorization to do so.

6. Return of Company Property

6.1 Upon termination of employment for any reason, or at any time upon Company's request, Employee shall immediately return to Company all property of Company in Employee's possession or control.

6.2 Employee shall certify in writing to Company that all such materials have been returned and that Employee has not retained any copies in any form.

7. Non-Competition and Non-Solicitation

7.1 Alabama Law. Employee acknowledges that Alabama courts enforce reasonable non-compete agreements. Any non-competition or non-solicitation restrictions shall be limited to what is reasonably necessary to protect Company's legitimate business interests.

7.2 Non-Solicitation of Employees. During Employee's employment and for a period of [NON_SOLICIT_MONTHS] months after termination of employment for any reason, Employee shall not directly or indirectly solicit, recruit, or induce any employee of Company to leave their employment with Company.

7.3 Non-Solicitation of Customers. During Employee's employment and for a period of [NON_SOLICIT_MONTHS] months after termination of employment for any reason, Employee shall not directly or indirectly solicit or attempt to solicit business from any customer or prospective customer of Company with whom Employee had material contact during the last [TIME_PERIOD] of employment.

7.4 Non-Competition. During Employee's employment and for a period of [NON_COMPETE_MONTHS] months after termination of employment for any reason, Employee shall not, within the geographic area of [GEOGRAPHIC_SCOPE], engage in any business that competes with Company's business as conducted at the time of termination.

8. No Employment Contract

8.1 Employee acknowledges that this Agreement does not constitute a contract of employment or guarantee employment for any specific period. Unless Employee has a separate written employment agreement stating otherwise, Employee's employment is "at will" and may be terminated by either Employee or Company at any time, with or without cause and with or without notice.

9. Remedies

9.1 Injunctive Relief. Employee acknowledges that breach of this Agreement would cause irreparable harm to Company and that Company shall be entitled to seek equitable relief, including injunctions and specific performance, in addition to all other remedies available at law or in equity, including remedies available under the Alabama Trade Secrets Act (Ala. Code Section 8-27-1 et seq.).

9.2 Attorneys' Fees. In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and expenses to the extent permitted under Alabama law.

10. General Provisions

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to conflict of law principles.

10.2 Jurisdiction. Any legal action relating to this Agreement shall be brought in the state or federal courts located in Jefferson County (Birmingham), Alabama.

10.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter.

10.4 Amendment. This Agreement may be amended only by a written instrument signed by both parties.

10.5 Severability. If any provision is held invalid or unenforceable under Alabama law, the remaining provisions shall remain in full force and effect.

10.6 Electronic Signatures. This Agreement may be executed electronically pursuant to the Alabama Uniform Electronic Transactions Act (Ala. Code Section 8-1A-1 et seq.).

10.7 Acknowledgment. Employee acknowledges that Employee has carefully read and understands this Agreement, has had the opportunity to consult with an attorney before signing, and is signing voluntarily.

IN WITNESS WHEREOF, the parties have executed this Employee Non-Disclosure and Invention Assignment Agreement as of the Effective Date.

COMPANY:

[COMPANY_NAME]

By: ______________________________

Name: [NAME]

Title: [TITLE]

Date: _____________________

EMPLOYEE:

______________________________

[EMPLOYEE_NAME]

Date: _____________________

EXHIBIT A: PRIOR INVENTIONS

List of Prior Inventions Excluded from This Agreement:

[If none, Employee should write "NONE" below]

Title/Description	Date Created	Application/Patent No. (if any)

Employee Signature: ____________________________

Date: _____________________

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APPENDIX: COMPARISON CHART

Quick Reference Guide: Which NDA Should You Use?

Feature	Mutual NDA	Unilateral NDA	Employee NDA
Use Case	Both parties exchange confidential info	Only one party discloses	Employment relationship
Disclosure Direction	Bidirectional	One-way only	Employer to Employee
IP Assignment	No	No	Yes (work product)
Non-Solicitation	Not typically included	Not included	May be included (enforceable in AL)
Non-Compete	Not typically included	Not included	May be included (enforceable if reasonable in AL)

Alabama-Specific Considerations

Alabama Trade Secrets Act (Ala. Code Section 8-27-1 et seq.):

Provides statutory protection for trade secrets
Allows for injunctive relief and damages
Three-year statute of limitations

Alabama Non-Compete Enforceability:

Alabama courts enforce reasonable non-compete agreements
Must protect legitimate business interests
Reasonableness factors: duration, geographic scope, scope of prohibited activities
Two-year duration generally considered reasonable

Alabama Uniform Electronic Transactions Act (Ala. Code Section 8-1A-1 et seq.):

Electronic signatures are valid and enforceable
Electronic records satisfy writing requirements

Key Customization Points

All Three Variants:

☐ Governing law and jurisdiction (Alabama)
☐ Term length and survival period
☐ Definition of "Confidential Information" scope
☐ Return/destruction timeline
☐ Notice provisions

Employee NDA Specific:

☐ Prior inventions list (Exhibit A)
☐ Non-solicitation provisions (enforceable in Alabama)
☐ Non-compete provisions (enforceable if reasonable in Alabama)
☐ Post-termination cooperation compensation

END OF DOCUMENT

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