Make a Arkansas Non-Disclosure Agreement

Arkansas State Laws

Arkansas non-disclosure agreements are governed by A.C.A. §§ 4-75-601 through 4-75-607 .

Arkansas law is very clear that non-disclosure agreements have a reasonable geographic limitation and must truly be in the employer’s best interest . This document is generally part of several contracts provided when a new employee or contractor begins work. It is often used along with an Arkansas non-compete agreement .

Definition of “Trade Secrets”

Businesses use a non-disclosure agreement to protect sensitive business information such as customer lists or intellectual property or “trade secrets.” Arkansas law defines a “trade secret” as information such as a formula, pattern, compilation, program, device, method, technique, or process that has its own actual or potential economic value.

This information may not be general information known by the public or something that the public or another person in the industry could easily figure out and gain an economic advantage. The business must make a reasonable effort to keep this information secret.

How to Write an Arkansas Non-Disclosure Agreement Template

To create a basic Arkansas non-disclosure agreement template, first read over the Arkansas Uniform Trade Secrets Act to familiarize yourself with its requirements and definitions. However, keep in mind that it is still important to seek legal advice.

Arkansas requires that you use reasonable time and geographical limitations in your NDA. What you consider reasonable and what Arkansas courts determine to be reasonable in previous case law may not be the same thing. Guidance from a law firm can help ensure that your NDA protects your trade secrets as well as holds up in court should court become necessary.

Save your template in Microsoft Word (.docx) for easy editing in the future.

• The first paragraph is used to identify the parties: the Disclosing Party (you or your business) along with your full address and the Receiving Party (the employee, independent contractor, or other business) along with their full address, and explains the purpose of the document (to prevent the unauthorized disclosure of confidential information). This paragraph should also include an effective date.
• How confidential information is defined according to Arkansas law. Arkansas law defines confidential information as a formula, pattern compilation, program, device, method, technique, or process with its own actual or potential economic value that isn't generally known by the public or something that another person in your industry could easily figure out and use to gain an economic advantage. Your business must also be taking reasonable steps to protect the information. Also, explain how the receiving party will know that they receive confidential information. For example, will physical documents be marked as confidential?
• Define what is not considered confidential information. For example, information that becomes publicly known through disclosure not involving the receiving party; something that is discovered by or created by the receiving party before it was told to the disclosing party; something learned by the receiving party through legitimate means without the disclosing party or their agents; or shared by the receiving party with the written approval of the disclosing party.
• The receiving party's obligations. Some of the receiving party's obligations may include holding the confidential information in the strictest confidence to benefit only the disclosing party, carefully restricting access to the information, and not using the information for their benefit unless they have written permission from the disclosing party.
• Ensuring that the geographical and time limits used are reasonable.
• A relationship clause that states nothing within the NDA makes either party a partner, joint venturer, or employee of the other for any purpose.
• A jurisdiction clause. This clause is by the disclosing party to choose Arkansas as the state to interpret the NDA if there is a disagreement between the parties.
• A severability clause. This clause allows the rest of the NDA to remain enforceable if a portion of the document is determined to be invalid.
• An integration clause. This clause states that the parties are using the NDA to express their full understanding of the subject matter and overrides any previous proposal, agreement, representation, and understanding they had together. It should also state that the NDA cannot be amended except in writing and only if the parties sign the amendment.
• A waiver clause. This clause protects the parties’ use of prior and subsequent rights even if they fail to exercise any rights presented in the NDA.

Include signature lines for each party, their roles in the document (disclosing party or receiving party), a space for their professional titles, a space to print their names, and a space for the date. Each person signing the document should receive a copy of it once it is completed for their records.