Make a Alaska Non-Disclosure Agreement

Alaska State Laws Regarding Non-Disclosure Agreements

The state laws that govern Alaska non-disclosure agreements are AS §§ 45.50.910, et. seq . The State of Alaska adopted the Uniform Trade Secrets Act. The purpose of a non-disclosure agreement is to protect business secrets. Business secrets are commonly referred to as trade secrets.

Under Alaska statutes, Alaska non-compete agreements are legal. However, they must also be reasonable. An Alaska non-disclosure agreement is most often used alongside a non-compete agreement. An Alaska non-compete agreement limits the business or employment activities of the employee or independent contractor during or after their work with the company that presented the document.

Definition of “Trade Secrets” Under Alaska Law

Alaska’s definition of a “trade secret” is found in AS 45.50.940 . A trade secret is considered information that has independent actual or potential economic value. This information may not be readily or generally known by others. The business must also take reasonable efforts to maintain its secrecy.

How to Write an Alaska Non-Disclosure Agreement

To create a basic Alaska non-disclosure agreement template, you must first find and review certain information from Alaska laws. However, there is just no substitute for getting legal advice from a qualified attorney. You'll need to know this information regardless of whether you need a unilateral NDA or a mutual NDA. For example, you'll need to know the time that the NDA is good for.

Understanding the laws on which an NDA is based will help you protect your trade secrets and craft a document that will stand up in court. You can save your template in Microsoft Word (.docx) for easier editing.

• The opening paragraph is used to identify the disclosing party (you and your business) along with your full address and the receiving party (the employee, independent contractor, etc.) and their address. It is also an important practice to include an effective date since you are creating a legally binding contract.
• A definition of confidential information. Confidential information is information that is not publicly known. According to Alaska law, it is information that has independent actual or potential economic value that is not readily or generally known by others. It is information that you've reasonably taken efforts to keep secret. You should explain how the receiving party will know that they're receiving confidential information. For example, if it is confidential instructions that are in writing, will it be labeled as confidential?
• Explain what will not be considered confidential. Not everything that your business does can be considered confidential. The NDA should explain what your business does that the receiving party will not be required to keep confidential. This could include information publicly known at the time of disclosure or that became known without the involvement of the receiving party, something discovered or created by the receiving party before it was told to the disclosing party, something learned by the receiving party by legitimate means other than because of the disclosing party or through representatives of the disclosing party, or shared by the receiving party with the written approval of the disclosing party.
• Explain the receiving party's obligations. Some of their obligations may include and yet may not be limited to maintaining the confidential information presented in their highest confidence to the benefit of the disclosing party, carefully restricting access to that information without prior written approval from the disclosing party, and not using the information for their benefit unless they have written approval to do so.
• Including the proper time period for an Alaska non-disclosure agreement.
• The inclusion of a relationship clause that states that nothing within the agreement makes either party a partner, joint venturer, or employee of the other for any purpose.
• The inclusion of a jurisdiction clause allows you to determine in advance which state's laws will interpret the document if a disagreement arises.
• The inclusion of a severability clause allows the rest of the NDA to state if it is determined that one part of the document is invalid.
• An integration clause states that the NDA expresses the complete understanding of the parties regarding the subject matter and overrides all previous proposals, agreements, representations, and understandings of the parties. It should also state that the NDA cannot be amended except in writing and only if both parties sign the amendment.
• A waiver clause states a party's failure to exercise any rights presented in the NDA does not waive prior or subsequent rights.

Finally, include space for the parties to print and sign their names, to include their professional titles, and to date their signatures. The parties should receive a copy of the documents for their records.