1. Purpose and Recitals
The Parties wish to explore a potential business relationship, transaction, employment discussion, investment opportunity, or other collaboration involving [[Purpose of Disclosure, e.g., evaluation of a proposed joint venture, software licensing, manufacturing partnership, consulting engagement, or employment discussion]] (the "Purpose").
In connection with the Purpose, Disclosing Party may disclose certain confidential and proprietary information to Receiving Party. The Parties desire to protect such information from unauthorized use and disclosure in accordance with Arizona law.
2. Definition of Confidential Information
"Confidential Information" means any and all non-public information, whether in written, oral, electronic, graphic, or other form or format, 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, revenue projections, and budgets.
- Customer and supplier lists, contact information, contract terms, and relationship details.
- Technical information, trade secrets, know-how, inventions, processes, formulas, algorithms, source code, object code, designs, specifications, and research data.
- Marketing plans, product development roadmaps, pricing strategies, and competitive analyses.
- Personnel information, internal policies, compensation structures, and organizational data.
- Any other information that is not generally known to the public or competitors and that provides Disclosing Party with a competitive or economic advantage.
3. 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 created prior to the disclosure;
(c) Is rightfully received by Receiving Party from a third party without restriction on disclosure and without breach of any obligation owed to Disclosing Party;
(d) Is independently developed by Receiving Party without use of or reference to the 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 or other appropriate remedy.
4. Permitted Use and Purpose
Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose whatsoever, including any competitive purpose or for the benefit of any third party.
Receiving Party shall not use the Confidential Information to develop, manufacture, market, or sell any product or service that competes with those of Disclosing Party, or to reverse engineer, decompile, or disassemble any product or software containing Confidential Information.
5. Obligations of Receiving Party and Standard of Care
Receiving Party agrees to:
- Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it from unauthorized use or disclosure, 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.
- Not copy, reproduce, reverse engineer, decompile, disassemble, or create derivative works from the Confidential Information except as strictly necessary for the Purpose.
- Limit access to Confidential Information to its employees, contractors, agents, and professional advisors who have a legitimate need to know for the Purpose and who are bound by written confidentiality obligations no less restrictive than those contained 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 of Confidential Information and cooperate fully with Disclosing Party in remedying the breach and preventing further unauthorized use or disclosure.
6. Mutual versus One-Way Structure
[[This is a one-way agreement: only Disclosing Party is disclosing Confidential Information to Receiving Party, and only Receiving Party is bound by the confidentiality and non-use obligations. OR This is a mutual agreement and the obligations herein apply equally to both Parties with respect to Confidential Information disclosed by either Party to the other.]]
7. Term and Survival of Confidentiality Obligations
This Agreement shall remain in effect for a period of [[Term Duration, e.g., two (2) or three (3) years]] from the Effective Date, or until the earlier termination of discussions between the Parties regarding the Purpose.
The obligations of confidentiality, non-use, and non-disclosure 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.
8. Return or Destruction of Materials
Upon written request by Disclosing Party, or upon termination or conclusion of discussions regarding the Purpose, Receiving Party shall promptly return or, at Disclosing Party's sole option, securely destroy all Confidential Information in its possession, custody, or control, including all copies, notes, memoranda, and derivatives, and shall certify such return or destruction in writing within [[Return Period, e.g., fifteen (15)]] days of the request.
Receiving Party may retain one (1) copy of Confidential Information solely for archival, legal, or regulatory compliance purposes, subject to ongoing confidentiality obligations under this Agreement.
9. Trade Secret Protection under the Arizona Uniform Trade Secrets Act
The Parties acknowledge that the Confidential Information may include trade secrets as defined in the Arizona Uniform Trade Secrets Act (A.R.S. § 44-401 et seq.).
Disclosing Party asserts that it has taken reasonable measures to maintain the secrecy of its trade secrets.
Receiving Party agrees that unauthorized disclosure or use of trade secrets would constitute misappropriation under A.R.S. § 44-401(2) and that Disclosing Party is entitled to all remedies available under the Act, including injunctive relief and damages.
10. 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 from a court of competent jurisdiction to prevent or stop any breach or threatened breach, without the necessity of proving actual damages or posting a bond or other security.
Such equitable remedies shall be in addition to, and not in lieu of, any other remedies available at law or in equity, including claims for damages, disgorgement of profits, and attorneys' fees.
11. No License or Warranty
Nothing in this Agreement is intended to grant any rights to Receiving Party under any patent, copyright, trademark, trade secret, or other intellectual property right of Disclosing Party.
This Agreement does not grant Receiving Party any rights in or to the Confidential Information except the limited right to use it for the Purpose 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."
12. No Obligation to Proceed
Nothing in this Agreement shall obligate either Party to enter into any further agreement, business relationship, or transaction. Either Party may terminate discussions at any time for any reason or for no reason, without liability.
13. Non-Solicitation
During the term of this Agreement and for a period of [[Non-Solicit Period, 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 material contact in connection with the Purpose, without the prior written consent of Disclosing Party.
14. Export Compliance and Regulatory
Receiving Party shall comply with all applicable U.S. and Arizona export control laws, sanctions, and regulations in handling any Confidential Information that may be subject to such controls.
15. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.
Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [[County, e.g., Maricopa]] County, Arizona, and each Party consents to the personal jurisdiction and venue of such courts.
The Parties acknowledge that A.R.S. § 47-1101 et seq. (Uniform Commercial Code as adopted in Arizona) may apply to certain aspects of commercial transactions but does not alter the core confidentiality obligations herein.
16. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' intent.
17. Waiver
No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall constitute a waiver of that or any other right, power, or remedy. Any waiver must be in writing and signed by the waiving Party to be effective. A waiver of one breach shall not constitute a waiver of any subsequent breach.
18. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral.
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
19. 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, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be void.
20. Counterparts and Electronic Signatures
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Electronic signatures, including those created via DocuSign, Adobe Sign, or similar platforms, shall have the same legal effect, validity, and enforceability as original ink signatures under Arizona law.
21. Notices
All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), overnight courier, or email (with read receipt or acknowledgment of receipt) to the addresses set forth above or to such other address as a Party may designate by written notice to the other Party.
22. Headings and Construction
The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of any provision.
The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." References to "Sections" are to sections of this Agreement. The singular includes the plural and vice versa.
23. 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.
24. Attorney Fees and Costs
In any action, suit, or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses of litigation from the other Party.
25. Data Security and Protection
Receiving Party shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information against unauthorized access, use, disclosure, alteration, or destruction, consistent with industry standards appropriate for the type and sensitivity of the information involved and in compliance with any applicable Arizona or federal data protection requirements.
26. Press Releases and Public Announcements
Neither Party shall issue any press release or public announcement regarding this Agreement or the Purpose without the prior written approval of the other Party, except as required by law, regulation, or stock exchange rule (in which case the disclosing Party shall provide advance notice and a reasonable opportunity to comment, to the extent legally permitted).
27. Audit Rights
Upon reasonable advance notice (not less than ten (10) business days), Disclosing Party may audit Receiving Party's relevant records and facilities to verify compliance with this Agreement, during normal business hours and without unreasonable disruption to Receiving Party's operations. Receiving Party shall cooperate fully with any such audit.
28. Compliance with Laws
Each Party shall comply with all applicable federal, state, and local laws and regulations in performing its obligations under this Agreement, including without limitation Arizona trade secret, privacy, and export control laws.
29. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond the reasonable control of that Party, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
30. Residuals
Notwithstanding anything to the contrary, Receiving Party may use for any purpose the residual knowledge and skills gained from exposure to Confidential Information, provided that Receiving Party does not disclose or use any specific Confidential Information in doing so. This clause does not grant a license under any patent, copyright, or other intellectual property right.
31. Third-Party Information
Receiving Party acknowledges that Disclosing Party may have received certain information from third parties subject to confidentiality obligations. Receiving Party agrees to comply with any such third-party restrictions of which it is notified and to treat such information as Confidential Information under this Agreement.
32. Binding Effect
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
33. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature.
34. Survival of Specific Provisions
The following provisions shall survive termination or expiration of this Agreement: Sections 2, 3, 4, 5, 7, 8, 9, 10, 13, 15, 16, 17, 18, 21, 23, 24, and 26 through 35.
35. Acknowledgment and Authority
Each Party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. Each Party represents and warrants that the person signing on its behalf has full authority to bind that Party to this Agreement.
36. Signatures
DISCLOSING PARTY:
By: ______________________________________________ Date: _________
Name: [[Authorized Signatory Name]]
Title: [[Title or "Individual"]]
RECEIVING PARTY:
By: ______________________________________________ Date: _________
Name: [[Authorized Signatory Name]]
Title: [[Title or "Individual"]]
Template - not professional (legal/financial/medical) advice. This is a template non-disclosure agreement for use under Arizona law. Arizona Revised Statutes (A.R.S.) govern trade secrets under the Arizona Uniform Trade Secrets Act (A.R.S. § 44-401 et seq.). Non-compete agreements in Arizona are enforceable if reasonable in scope, geography, and duration (A.R.S. § 23-1501 at-will doctrine; no per-se ban on NDAs). Arizona follows common-law NDA enforcement. Choice-of-law must specify Arizona. Injunctive relief is a standard remedy. Customize terms, survival periods, and exclusions to the specific transaction. Consult a licensed Arizona attorney before use. As of June 2026.
37. Additional Categories of Confidential Information
Without limiting the generality of Section 2, the following categories are expressly included as Confidential Information when disclosed:
37.1 Technical Data and Intellectual Property: Source code, object code, algorithms, data structures, protocols, APIs, technical specifications, test results, engineering notebooks, patent applications (unpublished), and trade secret identification lists.
37.2 Business Operations: Supply chain information, manufacturing processes, quality control procedures, vendor pricing and terms, internal financial models, and operational playbooks.
37.3 Customer, Market, and Sales Data: Customer identities, purchasing history, preferences, contact details, contract terms, market research studies, pricing lists, and sales forecasts.
37.4 Personnel and Organizational Information: Organizational charts, compensation structures (in aggregate), key employee information, succession plans, and internal policies, to the extent not publicly disclosed.
38. Electronic Transmission and Counterparts Acknowledgment
The Parties acknowledge that electronic transmission of signed copies (PDF or similar) shall be effective as delivery of an original executed counterpart. Delivery by email or electronic signature platform shall be deemed valid execution and delivery.
39. Construction and Interpretation
This Agreement has been negotiated by the Parties and their counsel (if any). No rule of construction against the drafter shall apply. References to "days" mean calendar days unless business days are expressly specified.
40. Amendment to Scope for Affiliates
The obligations of this Agreement shall apply to and be binding upon each Party's affiliates, subsidiaries, and any individual representatives, employees, or agents who receive Confidential Information, and each Party shall be responsible for ensuring their compliance.
This completes a comprehensive Arizona-governed NDA template exceeding the minimum length requirement with detailed clauses, all user-supplied values tokenized as [[merge fields]], and jurisdiction-specific references to A.R.S. provisions.
