Alaska NDA Template
Last Updated:
An Alaska NDA, or “nondisclosure agreement,” is like your best kept secret handshake. It's a legal pact between two or more folks that declares what info needs to stay under wraps. You'll often see these "secret handshakes" being used by startups and established businesses alike. They're a solid strategy to protect your team if, let's say, an employee or potential business partner gets a tad too talkative with sensitive details.
Trade Secret Definition in Alaska
“trade secret” means information that:
(A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
(B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (Alaska Uniform Trade Secrets Act AS 45.50.940(3))
Thank you for downloading!
How would you rate your free form?
Read on to learn more about Alaska NDAs, including:
What's included in a Alaska NDA?
Here are some key components that are typically included in a Alaska Nondisclosure Agreement:
-
Disclosing and Receiving Party
-
Definition of Confidential Information
-
NDA Purpose
- Use of Confidential Information
- Limited Access to Confidential Information
- Exclusions - What's not Covered
- Term of Confidentiality Period
1. Disclosing and Receiving Party
When you're dealing with an NDA, the party sharing the confidential details is known as the "disclosing" party, while the party on the receiving end of this info, logically, is the "receiving" party. This is a common setup for unilateral NDAs. However, in the case of mutual NDAs, both parties play dual roles: they act as both disclosers and receivers of classified information. Also, remember to differentiate between a "Company Name" and an "individual". If you are an individual involved in the exchange, either as the giver or the recipient, use your personal name in lieu of a company name if you don't own a business.
This nondisclosure agreement (this “Agreement”) is dated [Date] (the “Effective Date”) and is between [Company Name of Disclosing Party; e.g. “Max Studios, LLC”; if you do not have a formal legal entity, use your legal name, e.g. “Max Smith”], (the “Company”), and [Company Name of Receiving Party; if receiving party does not have a formal legal entity, use their legal name] (the “Recipient”).
2. Definition of Confidential Information
In an NDA you’re compelled to stipulate what information is classified under "confidential". Here's why - envision a situation where your boss tells you, “Every word I say to you in the next 24 months is confidential.” Fast forward a year, you resign and your boss chit-chats about tomorrow's weather forecast. Later, you repeat that weather prediction to an acquaintance. Have you broken the confidential agreement? Obviously not!
A legal court would never validate such a blanket confidentiality clause. But, on the other hand, if you excessively confine the definition, it can lead to accidental disclosure of confidential material that the receiving party could then circulate freely.
The usual practice for businesses is to adopt a standard definition like the one in the template, but if you're uncertain, we recommend you delve deeper into our detailed article on delineating confidential data in your NDA.
“Confidential Information” means any information that is proprietary or unique to the Company and that is disclosed by the Company to the Recipient during the term of this Agreement, including the following: trade secret information; matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results; marketing methods; plans and strategies; information about operations, products, services, revenues, expenses, profits, sales, key personnel, customers, suppliers, and pricing policies; and any information concerning the marketing and other business affairs and methods of the Company which is not readily available to the public. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement, (2) the Company is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to the Company.
3. NDA Purpose
One thing you’ll notice on the NDA template, and indeed all NDAs, is that you'll need to specify the "purpose" of the NDA. Perhaps you would state something akin to, “to fabricate a prototype product for the disclosing party,” or “to consider a prospective business alliance between both parties.” This serves a key function because it clarifies why the recipient can utilize the confidential information.
Let's paint a picture: you're hiring a web developer to construct your business website. You provide them with your business plans in order to influence the kind of website they’re going to create. In a scenario like this one, you’d want to narrow down the purpose to something related to the “creation of. . .” and define which specific aspects of the website the developer will be working on.
If that purpose boundary isn't clearly defined, your developer could exploit your information to establish a similar business and reap profits from your confidential data.
However, in most instances, the phraseology in the template ("evaluating the parties’ potentials in pursuing one or multiple business ventures") should suffice.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The way you manage your classified information is tied directly to why you've signed an NDA in the first place. This clause is essentially stating that the confidential information will only be used for the stated purpose. Although this might seem like a no brainer, imagine a situation where the confidential information is leveraged to take advantage of the company. This clause guarantees that sensitive exchanges remain guarded, thus shielding both parties from potential outside interferences or damage.
The Recipient shall use Confidential Information only for the Purpose. Unless otherwise agreed in writing, neither party shall disclose to a third party the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms or other facts relating to the Purpose, including the status of negotiations between the parties.
5. Limited Access to Confidential Information
In the NDA, you transfer your information to the "Recipient". But what if the recipient is an entity rather than an individual? Or perhaps the recipient needs to consult their legal counsel regarding some specifics? All of these circumstances are handled under the "Limited Access" section of your NDA.
In most situations, the wording in the template should work just fine. However, do contemplate who exactly needs to access the information and limit its use to those individuals only. It's the responsibility of the recipient to ensure anyone else given the information also signs an NDA that adheres to the same terms.
The Recipient shall protect the Confidential Information from unauthorized use and disclosure using the same degree of care that it uses with respect to its own information of like importance, but no less than a reasonable degree of care. The Recipient shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any third party without the Company’s prior written consent. However, the Recipient may disclose the Confidential Information to employees, contractors, consultants, and authorized representatives of the Recipient who (1) require access to the information for the Purpose, (2) are informed by the Recipient of the Recipient’s obligations under this Agreement, and (3) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this Agreement and that are at least as protective of the Confidential Information as this Agreement.
6. Exclusions - What's not Covered
The consequent section of your NDA is "exclusions". Exclusions are crucial to bolster the chances of your NDA being validated by a court, should you end up there. You only need to consider removing 4(a)(1) if confidential information was already shared with the recipient. Generally, the exclusions are well-drafted for most situations.
(a) This Agreement imposes no obligations upon the Recipient with respect to Confidential Information that: (1) was known to the Recipient before disclosure by the Company as evidenced by contemporaneous records; (2) has become publicly available through no fault of the Recipient; (3) is disclosed to the Recipient by a third party that has the right to make the disclosure to the Recipient and that does not have any obligation of confidentiality with respect to the Confidential Information; or (4) is disclosed by the Recipient with the Company’s prior written consent.
(b) If the Recipient is required by any governmental agency, court, or other judicial or regulatory body to provide any Confidential Information received under this Agreement, then the Recipient will not be deemed to be in violation of this Agreement for the disclosure if the Recipient promptly gives written notice to the Company of the requirement to provide the Confidential Information and cooperates with the Company so that the Company may contest the requirement to provide the Confidential Information. The Recipient may disclose only that portion of the Confidential Information that it is legally required to furnish.
7. Term of Confidentiality Period
This provision pertains to the duration or term during which the NDA remains in effect. Your NDA might be covering a single transaction spanning a few days or it could be indefinite. The agreement duration should align with the expected longevity of your relationship. It’s often the case that an NDA lasts longer than the specific business dealing or relationship, particularly to the extent that the trade secrets stay secret.
Consider including a term stating that the trade secret needs to remain protected even post the termination of a business relationship or after another agreement has concluded. If you're unsure about the duration, remember that most NDAs usually last between one to five years. Keep in mind, the duration should be as long as you want the information to stay confidential.
This Agreement will continue for a period of one year from the Effective Date unless: (1) terminated earlier by either party upon written notice to the other; (2) extended by the mutual written agreement of the parties; or (3) superseded by a subsequent written agreement that explicitly sets forth the obligations of the parties with respect to Confidential Information. With respect to business information, the Recipient’s obligations of confidentiality and non-use under this Agreement will expire three years from the termination of this Agreement. With respect to all information that constitutes a trade secret, the Recipient’s obligations of confidentiality and non-use under this Agreement will survive the termination of this Agreement for as long as such information remains a trade secret under applicable law.
What happens if I've already disclosed confidential information?
Did you accidentally spill the beans before getting an NDA in place? Don't fret! We've got your back. You can adjust the template in certain places and we'll guide you through the process.
How do I protect my trade secret?
The sole purpose you call upon NDAs is to safeguard your classified data. Yet, confidential information in itself holds no value – it's but a piece of the trade secret puzzle. The true perks lie in having your information classified as a trade secret. Now, if you're thinking "what on earth is a trade secret?" or "how do I determine if my information qualifies as a trade secret?" or better yet, "how do I maintain my trade secret?", then our detailed guide will clear your doubts.