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

STANDARD NDA TRIO PACK

Arkansas 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 Arkansas Trade Secrets Act (Ark. Code Ann. Section 4-75-601 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 Arkansas Trade Secrets Act (Ark. Code Ann. Section 4-75-601 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 return or destroy all Confidential Information and certify such return or destruction in writing.

6. No Rights Granted

6.1 Ownership. All Confidential Information remains the sole property of the Disclosing Party.

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 Arkansas Trade Secrets Act (Ark. Code Ann. Section 4-75-601 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 Arkansas 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 Arkansas, 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 Pulaski County (Little Rock), Arkansas 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 ARKANSAS LAW, ITS RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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 Arkansas law, the remaining provisions shall remain in full force and effect.

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.

8.9 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts. Electronic signatures shall be valid and enforceable pursuant to the Arkansas Uniform Electronic Transactions Act (Ark. Code Ann. Section 25-32-101 et seq.).

8.10 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

8.11 Export Control. Each Party agrees to comply with all applicable export control laws and regulations.

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.

2. Exclusions from Confidential Information

Confidential Information does not include information that: (a) is publicly available; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of confidentiality; (d) is independently developed; or (e) is required to be disclosed by law.

3. Obligations of Receiving Party

3.1 Non-Disclosure. Receiving Party shall hold all Confidential Information in strict confidence and not disclose it except as permitted.

3.2 Use Restriction. Receiving Party shall use Confidential Information solely for the Purpose.

3.3 No Reverse Engineering. Receiving Party shall not reverse engineer any Confidential Information.

3.4 Security Measures. Receiving Party shall implement reasonable safeguards to protect Confidential Information.

4. Permitted Disclosures

4.1 Receiving Party may disclose Confidential Information to Representatives with a need to know who are bound by confidentiality obligations.

4.2 Receiving Party is responsible for any breach by its Representatives.

5. Return or Destruction of Confidential Information

5.1 Upon termination or request, Receiving Party shall return or destroy all Confidential Information.

6. No Rights Granted; No Warranty

6.1 All Confidential Information remains the property of Disclosing Party.

6.2 No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS."

7. Term and Termination

7.1 Term. This Agreement shall continue for [TERM_YEARS] years unless earlier terminated.

7.2 Survival. Confidentiality obligations survive for [SURVIVAL_YEARS] years or as long as information remains a trade secret under the Arkansas Trade Secrets Act.

8. Remedies and Enforcement

8.1 Injunctive Relief. Disclosing Party shall be entitled to seek equitable relief for breach or threatened breach, including remedies under the Arkansas Trade Secrets Act.

8.2 Attorneys' Fees. The prevailing party shall be entitled to recover reasonable attorneys' fees to the extent permitted under Arkansas law.

9. General Provisions

9.1 Governing Law. This Agreement shall be governed by the laws of the State of Arkansas.

9.2 Jurisdiction and Venue. Exclusive jurisdiction and venue in state or federal courts in Pulaski County (Little Rock), Arkansas.

9.3 Jury Waiver. EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY.

9.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties.

9.5 Electronic Signatures. Electronic signatures valid pursuant to Arkansas Uniform Electronic Transactions Act (Ark. Code Ann. Section 25-32-101 et seq.).

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.

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 of a confidential, proprietary, or trade secret nature relating to Company's business.

2. Confidentiality Obligations

2.1 Non-Disclosure. Employee shall hold all Confidential Information in strict confidence and not disclose or use it except to perform Employee's duties.

2.2 Duration. Confidentiality obligations continue for [SURVIVAL_YEARS] years after termination or as long as information remains a trade secret under Arkansas law.

3. Inventions and Intellectual Property

3.1 Definition of Inventions. "Inventions" means all intellectual property conceived or developed during employment.

3.2 Assignment of Inventions. Employee assigns to Company all Inventions that: (a) relate to Company's business; (b) result from work for Company; or (c) are developed using Company resources.

3.3 Works Made for Hire. Works qualifying as "work made for hire" under copyright law shall vest in Company.

3.4 Arkansas Law Notice. Arkansas does not have a specific statute similar to California Labor Code Section 2870 limiting invention assignment agreements. This Agreement is not intended to assign Inventions developed entirely on Employee's own time without using Company resources and that do not relate to Company's business.

3.5 Prior Inventions. Employee has attached as Exhibit A a list of Prior Inventions excluded from this Agreement.

4. Further Assurances and Assistance

4.1 Employee agrees to cooperate with Company in prosecuting and enforcing intellectual property rights.

4.2 Company shall compensate Employee at a reasonable rate for post-employment assistance.

5. No Conflicting Obligations

5.1 Employee represents that Employee is not bound by any conflicting agreement.

5.2 Employee shall not bring third-party confidential information to Company.

6. Return of Company Property

6.1 Upon termination, Employee shall immediately return all Company property.

7. Non-Competition and Non-Solicitation

7.1 Arkansas Law. Arkansas courts enforce reasonable non-compete agreements. Non-compete provisions must be supported by adequate consideration and be reasonable in scope.

7.2 Non-Solicitation of Employees. During employment and for [NON_SOLICIT_MONTHS] months after termination, Employee shall not solicit Company employees.

7.3 Non-Solicitation of Customers. During employment and for [NON_SOLICIT_MONTHS] months after termination, Employee shall not solicit Company customers with whom Employee had material contact.

7.4 Non-Competition. During employment and for [NON_COMPETE_MONTHS] months after termination, within [GEOGRAPHIC_SCOPE], Employee shall not compete with Company.

8. No Employment Contract

8.1 This Agreement does not guarantee employment for any specific period. Employment is "at will."

9. Remedies

9.1 Injunctive Relief. Company shall be entitled to seek equitable relief, including remedies under the Arkansas Trade Secrets Act.

10. General Provisions

10.1 Governing Law. This Agreement shall be governed by Arkansas law.

10.2 Jurisdiction. State or federal courts in Pulaski County (Little Rock), Arkansas.

10.3 Electronic Signatures. Electronic signatures valid pursuant to Arkansas Uniform Electronic Transactions Act.

10.4 Acknowledgment. Employee acknowledges reading and understanding this Agreement and having had opportunity to consult an attorney.

IN WITNESS WHEREOF, the parties have executed this 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
IP Assignment	No	No	Yes
Non-Compete	Not typically	No	May be included

Arkansas-Specific Considerations

Arkansas Trade Secrets Act (Ark. Code Ann. Section 4-75-601 et seq.):

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

Arkansas Non-Compete Enforceability:

Arkansas courts enforce reasonable non-compete agreements
Must be supported by adequate consideration
Reasonableness factors: duration, geographic scope, scope of activity
Must protect legitimate business interests

Arkansas Uniform Electronic Transactions Act (Ark. Code Ann. Section 25-32-101 et seq.):

Electronic signatures are valid and enforceable

Key Customization Points

☐ Governing law and jurisdiction (Arkansas)
☐ Term length and survival period
☐ Non-compete/non-solicitation provisions (enforceable if reasonable in Arkansas)
☐ Prior inventions list (Exhibit A)

END OF DOCUMENT

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