Standard NDA Trio Pack (Mutual, Unilateral, Employee)

STANDARD NDA TRIO PACK

Arizona Jurisdictional Version

Table of Contents

• 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 exchange confidential information
Use UNILATERAL NDA when: Only one party discloses confidential information
Use EMPLOYEE NDA when: Employment relationship with IP assignment needs

VARIANT 1 – MUTUAL NON-DISCLOSURE AGREEMENT

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

Party A: [PARTY_A_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] ("Party A"); and
Party B: [PARTY_B_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] ("Party B").

1. Definition of Confidential Information

1.1 "Confidential Information" means any information, technical data, trade secrets, or know-how disclosed by one Party to the other Party.

1.2 Trade Secrets. To the extent any Confidential Information constitutes a "trade secret" under the Arizona Uniform Trade Secrets Act (A.R.S. Section 44-401 et seq.), such information shall be entitled to all protections and remedies available under that Act.

2. Exclusions from Confidential Information

Confidential Information does not include information that: (a) is publicly available; (b) was known prior to disclosure; (c) is received from a third party; (d) is independently developed; or (e) is required by law to be disclosed.

3. Obligations of the Receiving Party

3.1 The Receiving Party shall use Confidential Information solely for the Purpose and hold it in strict confidence.

3.2 The Receiving Party shall protect Confidential Information using reasonable care.

4. Permitted Disclosures

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

5. Term and Termination

5.1 Term. [TERM_YEARS] years unless earlier terminated.

5.2 Survival. Obligations survive for [SURVIVAL_YEARS] years or as long as information remains a trade secret under Arizona law.

6. Remedies

6.1 Injunctive Relief. The Disclosing Party shall be entitled to seek equitable relief, including remedies under the Arizona Uniform Trade Secrets Act (A.R.S. Section 44-401 et seq.).

DTSA Whistleblower Immunity Notice

Pursuant to 18 U.S.C. § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

7. General Provisions

7.1 Governing Law. Arizona law governs this Agreement.

7.2 Jurisdiction and Venue. Exclusive jurisdiction in state or federal courts in Maricopa County (Phoenix), Arizona.

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

7.4 Electronic Signatures. Valid pursuant to Arizona Electronic Transactions Act (A.R.S. Section 44-7001 et seq.).

IN WITNESS WHEREOF, the Parties have executed this Agreement.

VARIANT 2 – UNILATERAL NON-DISCLOSURE AGREEMENT

This Unilateral Non-Disclosure Agreement is entered into as of [EFFECTIVE_DATE] by and between:

Disclosing Party: [DISCLOSING_PARTY_NAME] ("Disclosing Party"); and
Receiving Party: [RECEIVING_PARTY_NAME] ("Receiving Party").

1. Confidential Information

1.1 "Confidential Information" means all information disclosed by Disclosing Party.

1.2 Trade Secrets. Protected under Arizona Uniform Trade Secrets Act (A.R.S. Section 44-401 et seq.).

2-8. [Standard provisions as in Variant 1]

Governing Law: Arizona law. Venue: Maricopa County (Phoenix), Arizona.

DISCLOSING PARTY: __________________
RECEIVING PARTY: __________________

VARIANT 3 – EMPLOYEE NDA WITH INVENTION ASSIGNMENT

This Employee NDA and Invention Assignment Agreement is entered into as of [EFFECTIVE_DATE] by and between:

Company: [COMPANY_NAME] ("Company"); and
Employee: [EMPLOYEE_NAME] ("Employee").

1. Confidential Information

Protected under Arizona Uniform Trade Secrets Act (A.R.S. Section 44-401 et seq.).

2. Inventions and Intellectual Property

2.1 Assignment. Employee assigns to Company all Inventions relating to Company's business.

2.2 Arizona Law Notice. Arizona does not have a statute like California Labor Code Section 2870 limiting invention assignments. However, this Agreement does not assign inventions developed entirely on Employee's own time without Company resources and unrelated to Company's business.

3. Non-Competition and Non-Solicitation

3.1 Arizona Law. Arizona enforces reasonable non-compete agreements. A.R.S. Section 23-494 provides that non-competes are void for certain low-wage employees unless protecting trade secrets.

3.2 Non-Solicitation. During employment and [NON_SOLICIT_MONTHS] months after, Employee shall not solicit Company employees or customers.

3.3 Non-Competition. During employment and [NON_COMPETE_MONTHS] months after, within [GEOGRAPHIC_SCOPE], Employee shall not compete, subject to Arizona law limitations.

DTSA Whistleblower Immunity Notice

Pursuant to 18 U.S.C. § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

4. General Provisions

Governing Law: Arizona law. Venue: Maricopa County (Phoenix), Arizona.

COMPANY: __________________
EMPLOYEE: __________________

EXHIBIT A: PRIOR INVENTIONS

APPENDIX: COMPARISON CHART

Arizona-Specific Considerations

Arizona Uniform Trade Secrets Act (A.R.S. Section 44-401 et seq.):

• Statutory protection for trade secrets
• Injunctive relief and damages available
• Three-year statute of limitations

Arizona Non-Compete Law:

• Generally enforceable if reasonable
• A.R.S. Section 23-494: Non-competes void for employees earning less than 125% of Arizona median household income (unless protecting trade secrets)
• Must protect legitimate business interests
• Reasonableness factors: duration, geographic scope, scope of activity

Arizona Electronic Transactions Act (A.R.S. Section 44-7001 et seq.):

• Electronic signatures valid and enforceable

END OF DOCUMENT