1. Recitals
WHEREAS, the Parties desire to engage in discussions or a business relationship that may require the exchange of proprietary or sensitive information; and
WHEREAS, each Party wishes to protect its confidential and proprietary information from unauthorized use and disclosure;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.
2. Purpose
The Parties wish to explore a potential business relationship or transaction involving [[Purpose of Disclosure, e.g., evaluation of a proposed joint venture, software licensing, oilfield services partnership, tourism development, mineral exploration, or employment discussion]] (the "Purpose"). In connection with the Purpose, Disclosing Party may disclose certain confidential and proprietary information to Receiving Party.
3. Definition of Confidential Information
"Confidential Information" means any and all non-public information, whether in written, oral, electronic, or other form, disclosed by Disclosing Party to Receiving Party, directly or indirectly, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure.
Confidential Information includes, but is not limited to:
- Business plans, strategies, financial data, pricing, costs, and projections
- Customer and supplier lists, contact information, and terms of relationships
- Technical information, trade secrets, know-how, inventions, processes, formulas, algorithms, source code, designs, and specifications
- Marketing plans, product development roadmaps, and research data
- Personnel information and internal policies
- Resource exploration data, land lease information, proprietary methods, and environmental or geological studies (where applicable)
- Any other information that is not generally known to the public or competitors
4. Exclusions from Confidential Information
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault or action of Receiving Party;
(b) Was rightfully in Receiving Party's possession prior to disclosure by Disclosing Party, as evidenced by written records;
(c) Is rightfully received by Receiving Party from a third party without restriction and without breach of any obligation;
(d) Is independently developed by Receiving Party without use of or reference to Confidential Information, as evidenced by written records; or
(e) Is required to be disclosed by law, regulation, or court order, provided that Receiving Party gives Disclosing Party prompt written notice (to the extent legally permitted) and reasonable cooperation in seeking a protective order.
5. Obligations of Receiving Party
Receiving Party agrees to:
- Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it, using at least the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than reasonable care;
- Use the Confidential Information solely for the Purpose and for no other purpose whatsoever;
- Not copy, reproduce, reverse engineer, decompile, or create derivative works from the Confidential Information except as necessary for the Purpose;
- Limit access to Confidential Information to its employees, contractors, and advisors who have a need to know for the Purpose and who are bound by written confidentiality obligations no less restrictive than those in this Agreement;
- Not disclose any Confidential Information to any third party without the prior written consent of Disclosing Party;
- Promptly notify Disclosing Party upon discovery of any unauthorized use or disclosure and cooperate in remedying the breach.
6. Term and Survival
This Agreement shall remain in effect for a period of [[Term Duration, e.g., three (3) years]] from the Effective Date, or until the earlier termination of discussions between the Parties.
The obligations of confidentiality and non-use with respect to Confidential Information shall survive the termination or expiration of this Agreement for a period of [[Survival Period, e.g., five (5) years]], or for so long as the information remains a trade secret under applicable law, whichever is longer.
7. Return or Destruction of Materials
Upon written request by Disclosing Party, or upon termination of discussions, Receiving Party shall promptly return or, at Disclosing Party's option, securely destroy all Confidential Information in its possession, including all copies, notes, and derivatives, and certify such return or destruction in writing within [[e.g., fifteen (15)]] days.
Receiving Party may retain one (1) copy of Confidential Information solely for archival or legal compliance purposes, subject to ongoing confidentiality obligations.
8. No License or Warranty
Nothing in this Agreement is intended to grant any rights to Receiving Party under any patent, copyright, trademark, or other intellectual property right of Disclosing Party, nor shall this Agreement grant Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.
Disclosing Party makes no representation or warranty, express or implied, regarding the accuracy, completeness, or performance of any Confidential Information. All Confidential Information is provided "AS IS."
9. Mutual or One-Way Structure
[[This is a one-way agreement: only Disclosing Party is disclosing Confidential Information. OR This is a mutual agreement and the obligations herein apply equally to both Parties with respect to Confidential Information disclosed by either Party.]]
10. Trade Secret Protection Under Alaska Law
The Parties acknowledge that Alaska has adopted the Uniform Trade Secrets Act as codified in Alaska Statutes AS 45.50.910 through AS 45.50.945 (the "Alaska UTSA").
Confidential Information that qualifies as a "trade secret" under the Alaska UTSA shall receive the full protections afforded by that statute, including remedies for misappropriation.
"Trade secret" under AS 45.50.910 means information that derives independent economic value from not being generally known and is the subject of reasonable efforts to maintain secrecy.
Receiving Party agrees that it will not misappropriate any trade secret as defined by the Alaska UTSA.
11. Remedies and Injunctive Relief
Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or stop any breach or threatened breach, without the necessity of proving actual damages or posting a bond.
Such remedies shall be in addition to any other remedies available at law or in equity, including those provided under the Alaska UTSA.
12. No Obligation to Proceed
Nothing in this Agreement shall obligate either Party to enter into any further agreement or business relationship. Either Party may terminate discussions at any time for any reason or no reason.
13. Export Compliance and Data Security
Receiving Party shall comply with all applicable U.S. and Alaska export control laws and regulations in handling any Confidential Information that may be subject to such controls.
Receiving Party shall implement reasonable administrative, technical, and physical safeguards to protect Confidential Information against unauthorized access, use, or disclosure, consistent with industry standards for the type of information involved.
14. Non-Solicitation (Optional)
During the term of this Agreement and for a period of [[e.g., twelve (12) months]] thereafter, Receiving Party shall not, directly or indirectly, solicit for employment or hire any employee of Disclosing Party with whom Receiving Party had contact in connection with the Purpose, without the prior written consent of Disclosing Party.
This clause does not restrict ordinary competition. Alaska does not statutorily ban non-compete agreements (unlike certain other states such as California), but any post-employment restrictive covenant remains subject to reasonableness requirements under Alaska common law as to scope, duration, and geographic reach to be enforceable.
15. Relationship of the Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has authority to bind the other or to incur any obligation on the other's behalf.
16. Assignment
Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Disclosing Party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all assets. Any attempted assignment in violation of this section shall be void.
17. Audit Rights
Upon reasonable written notice, Disclosing Party shall have the right, no more than once per calendar year during the term and for one year thereafter, to audit Receiving Party's records and facilities (during normal business hours) to verify compliance with the confidentiality obligations in this Agreement. Receiving Party shall cooperate reasonably with any such audit.
18. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, without regard to its conflict of laws principles. The Alaska UTSA (AS 45.50.910-945) governs trade secret claims arising hereunder.
Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [[Borough or City, e.g., Anchorage]], Alaska, and each Party consents to the personal jurisdiction and venue of such courts.
19. Severability, Waiver, and Entire Agreement
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision shall be reformed to the minimum extent necessary.
No waiver of any breach shall constitute a waiver of any other or subsequent breach. Any waiver must be in writing and signed by the waiving Party.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and negotiations relating thereto.
This Agreement may be executed in counterparts, including by electronic signatures (such as DocuSign or similar), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
20. Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, or three business days after being sent by certified mail, return receipt requested, or one business day after deposit with overnight courier, to the addresses set forth above or to such other address as a Party may designate by notice.
Template - not professional (legal/financial/medical) advice. This document is a template non-disclosure agreement for use under the laws of the State of Alaska. It aligns with the Alaska Uniform Trade Secrets Act (AS 45.50.910-945). Alaska does not ban non-compete agreements by statute. Parties should consult a licensed Alaska attorney for their specific situation and review for current law as of the execution date. Invented inputs are tagged as [[merge fields]]. As of 2026.
Primary Sources (as of 2026-06):
- Alaska Statutes AS 45.50.910 - 45.50.945 (Uniform Trade Secrets Act)
- Alaska business entity and contract statutes (cross-referenced where relevant)
- General principles of contract law and equity applicable in Alaska
Signatures
Disclosing Party:
Signature: _______________________________ Date: [[Effective Date]]
Printed Name: [[Disclosing Party Signatory Name]]
Title: [[Title, if applicable]]
Receiving Party:
Signature: _______________________________ Date: [[Effective Date]]
Printed Name: [[Receiving Party Signatory Name]]
Title: [[Title, if applicable]]
