Fillable Non-disclosure Agreement Form for Arkansas

Arkansas Non-disclosure Agreement (NDA)

This Non-disclosure Agreement (hereinafter referred to as the "Agreement") is made and entered into on this ___ day of ____________, 20___ (the "Effective Date"), by and between ____________________ (hereinafter the "Disclosing Party"), located at ____________________________, and ____________________ (hereinafter the "Receiving Party"), located at ____________________________. This Agreement specifies the conditions under which confidential information shall be shared between the above-named parties.

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" includes, but is not limited to, any data, documents, prototypes, samples, marketing strategies, customer lists, software, technical processes, or any other material that is shared or disclosed by the Disclosing Party to the Receiving Party. Such information can be communicated in writing, orally, or by any electronic means, and is considered confidential if it has been explicitly marked as such or if it is reasonably understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.

2. Exclusions from Confidential Information

Information shall not be regarded as Confidential Information where it:

• Was in the public domain at the time of disclosure or later becomes available to the public through no fault of the Receiving Party;
• Was already known by the Receiving Party at the time of disclosure, as demonstrated by written records, without any obligation of confidentiality;
• Is received from a third party who is not under any confidentiality obligations to the Disclosing Party;
• Is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party.

3. Obligations of the Receiving Party

1. The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials).
2. The Receiving Party agrees not to divulge, disclose, or communicate any Confidential Information to any third party without the prior written consent of the Disclosing Party.
3. The Receiving Party may use the Confidential Information solely for the purpose of evaluating or pursuing a business relationship or collaboration with the Disclosing Party and for no other purpose.

4. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect until ____________________, unless sooner terminated by either party upon ______ (__) days prior written notice to the other party. Upon termination or expiration of this Agreement, the Receiving Party shall cease use of all Confidential Information and destroy or return to the Disclosing Party all materials, in any medium, that contain or disclose any Confidential Information.

5. 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. Any disputes arising under or in connection with this Agreement shall be resolved in the state or federal courts located in Arkansas, and the parties hereby consent to the jurisdiction of such courts.

6. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, concerning such subject matter.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first above written.

Disclosing Party Signature: ___________________________________

Print Name: ___________________________

Title: ________________________________

Date: ________________________________

Receiving Party Signature: ___________________________________

Print Name: ___________________________

Title: ________________________________

Date: ________________________________