Make a Arizona Non-Disclosure Agreement

Create an Arizona Non-Disclosure Agreement with our customizable template!

What is an Arizona Non-Disclosure Agreement?

An Arizona non-disclosure agreement (NDA) is often referred to as a Confidentiality Agreement . An Arizona non-disclosure agreement is an important legal document. Before creating one or signing one, you should get legal advice.

The purpose of this document is to use restrictive covenants to protect trade secrets, intellectual property, patents, customer lists, and other sensitive information. When an employee or an independent contractor signs an Arizona non-disclosure agreement, they are promising to keep certain information confidential. An Arizona non-disclosure agreement must be reasonable or it may not be enforced by the court.

Arizona State Laws

Arizona non-disclosure agreements are governed by Ariz. Rev. Stat. § 44-401 through § 44-407 , the Uniform Trade Secrets Act. All non-disclosure agreements must be reasonable and comply with the above statutes.  Arizona non-disclosure agreements should include a specific time-limit. However, the time limit must be reasonable. The geographical area limit must also be considered reasonable. Also, restrictive covenants must be considered reasonable.

An Arizona non-disclosure agreement is generally part of a contract package for employees and contractors. An employment contract may contain an NDA clause. Another important part of that contract package is an Arizona non-compete agreement .

Definition of “Trade Secrets”

Since the purpose of an Arizona non-disclosure agreement is to protect a trade secret, it’s important to understand how the law defines a “trade secret.” Under Ariz. Rev. Stat. § 44-401(4) , a trade secret is information in a formula, pattern, compilation, program, device, method, technique, or process that:

  • Has actual or potential independent economic value and isn’t general knowledge to others. It also may not be readily determined by others so that they can use it for economic advantage;
  • Is kept secret using reasonable methods by the company.

How to Write an Arizona Non-Disclosure Agreement Template

When writing an NDA, it needs to comply with Arizona law. Make sure that you review the law before you write the NDA. However, creating your own is no substitute for getting legal advice.

You may find that getting legal advice is the best way to gain clarity on what terms such as "reasonable" means for ensuring that your geographical restrictions, restrictive covenants, and time limits are reasonable. What you think may be reasonable and what a court or previously established case law considers reasonable may be drastically different. It's important to understand this because it's important that your NDA protects your trade secrets and other sensitive information and can stand up in court if there's a disagreement.

You can save your agreement template in Microsoft Word (.docx) for easier editing.

  • The opening paragraph identifies the disclosing party (you or your business) along with your address (or the address of your business) and the receiving party (your employee, contractor, or other person or business) and their address, and the purpose of the document (which is to prevent the unauthorized disclosure of trade secrets and other confidential information). It is very good practice to include an effective date for the NDA.
  • A definition confidential information according to Arizona state law: information that is a formula, pattern, compilation, program, device, technique, or process that has actual or potential independent economic value that is not generally or readily known and that is kept secret by you or your business using reasonable methods.
  • An explanation of how the receiving party will know that they are the recipient of confidential information. For example, will they be told that the information they are about to hear in a meeting is confidential? Will the document they are receiving be stamped with the word "CONFIDENTIAL" Will the email they receive include a subject line or begin with the word "CONFIDENTIAL"?
  • An explanation of what is not considered confidential. Not everything your business does is confidential. This may include information that is publicly known at the time of disclosure or that became known without the involvement of the receiving party, something that was discovered or created by the receiving party by original and legitimate means before it was told to the disclosing party, something learned by the receiving party by legitimate means other than from or because of the disclosing party or their agent, or shared by the receiving party with the written approval of the disclosing party.
  • The obligations of the receiving party. Examples include keeping the trade secrets and secret information they receive in the strictest of confidence, restricting access to the information, and only using that information to benefit the disclosing party unless they receive written permission from the disclosing party to use it for their (the receiving party’s) own benefit.
  • The time limit. Remember that Arizona law requires that you use a reasonable time limit.
  • A relationship clause. This clause states that neither party becomes a partner, joint venturer, or employee of the other for any purpose.
  • A jurisdiction clause. This clause can be used to set Arizona as the state whose laws will be used to govern the agreement.
  • A severability clause. This clause is used to keep the rest of the NDA enforce if some part of it is found invalid for some reason.
  • An integration clause. This clause states that the agreement expresses the complete understanding of the parties regarding the subject matter and overrides all prior proposals, agreements, representations, and understandings that came before it. This clause also states that the document may only be amended in writing and only if the parties sign the amendment.
  • A waiver clause. A waiver clause states that if a party fails to exercise any rights in the NDA, they are not waiving their prior or subsequent rights.

Finally, include space for the parties to print and sign their names, provide their titles, and to date their signatures. The parties should keep a copy of the document for their records.

Download a PDF or Word Template

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