Alabama Non-Disclosure Agreement (NDA)

1. Parties and Purpose

This Non-Disclosure Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] by and between [PARTY ONE], a AL corporation and [PARTY TWO], a corporation (each a “Party” and together the “Parties”).

The Parties wish to explore or carry out evaluating and pursuing a potential business relationship between the parties (the “Purpose”). In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information. This Agreement governs the protection and permitted use of that information.

Because either Party may disclose or receive Confidential Information, the terms below apply to each Party in its role as the disclosing party and as the receiving party, as the context requires (a Party acting in each role is the “Disclosing Party” or “Receiving Party,” respectively).

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by the Disclosing Party to the Receiving Party, in any form, that relates to the Disclosing Party’s business and that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure, whether or not marked “confidential.”

Confidential Information includes, without limitation, trade secrets, business and financial information, customer and supplier information, pricing, product and technical information, software, source code, designs, know-how, plans, and the existence and terms of this Agreement and the discussions between the Parties.

“Trade Secret” means any Confidential Information that qualifies as a trade secret under the Alabama Uniform Trade Secrets Act and the federal Defend Trade Secrets Act (18 U.S.C. § 1836).

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate, by written records: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was rightfully in the Receiving Party’s possession before disclosure by the Disclosing Party, without a duty of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without breach of any duty of confidentiality.

If the Receiving Party is required by law, regulation, or valid court or governmental order to disclose Confidential Information, it may do so, provided that (to the extent legally permitted) it promptly notifies the Disclosing Party so the Disclosing Party may seek a protective order or other remedy, and it discloses only the portion legally required and cooperates in efforts to obtain confidential treatment.

4. Obligations of the Receiving Party

The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) hold the Confidential Information in strict confidence and protect it using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than a reasonable degree of care; and (c) not disclose the Confidential Information to any third party except to its employees, officers, directors, advisors, and agents who have a need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party is responsible for any breach by such persons.

The Receiving Party shall not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody Confidential Information.

5. Term and Duration of Obligations

This Agreement begins on the Effective Date and continues until terminated by either Party on thirty (30) days’ written notice. Termination does not relieve either Party of its confidentiality obligations as to Confidential Information already disclosed.

The Receiving Party’s obligations with respect to Confidential Information that is not a Trade Secret continue for 3 years from the date of disclosure. With respect to information that constitutes a Trade Secret, the obligations continue for as long as the information remains a trade secret under applicable law.

6. Return or Destruction of Materials

Upon the Disclosing Party’s written request or the termination of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party’s option, destroy all Confidential Information in its possession and, on request, certify the destruction in writing.

The Receiving Party may retain one archival copy and copies in routine electronic backups solely for legal-compliance and record-retention purposes, which remain subject to this Agreement.

7. Permitted Disclosures; No Waiver of Protected Rights

Nothing in this Agreement limits or restricts either Party or any individual from: (a) disclosing or discussing conduct they reasonably believe to be unlawful, including sexual harassment, sexual assault, discrimination, harassment, or retaliation; (b) reporting possible violations of law to, filing a charge or complaint with, or cooperating with any federal, state, or local government agency, regulator, or self-regulatory organization; (c) making disclosures protected under the federal Speak Out Act, the Defend Trade Secrets Act, the National Labor Relations Act, or any other applicable law; or (d) testifying or responding truthfully in any legal or administrative proceeding. Any provision of this Agreement that conflicts with these rights is void to that extent.

8. Notice of Immunity (18 U.S.C. § 1833(b))

An individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade-secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

9. No License; No Warranty

All Confidential Information remains the property of the Disclosing Party. This Agreement does not grant the Receiving Party any license or other right in the Confidential Information or any patent, copyright, trademark, or other intellectual property, by implication or otherwise, except the limited right to use it for the Purpose.

All Confidential Information is provided “AS IS.” The Disclosing Party makes no warranty as to its accuracy or completeness, and shall have no liability resulting from the Receiving Party’s use of it.

10. Remedies

The Receiving Party acknowledges that a breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy.

Accordingly, the Disclosing Party is entitled to seek injunctive or other equitable relief to prevent or stop a breach, in addition to any other remedy available at law or in equity, without the necessity of posting a bond.

11. Governing Law

This Agreement is governed by the laws of the State of Alabama, without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Alabama for any dispute arising out of this Agreement.

12. General Provisions

This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior understandings. It may be amended only in a writing signed by both Parties. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable. Neither Party may assign this Agreement without the other’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets. The failure to enforce any provision is not a waiver. This Agreement may be signed in counterparts, including by electronic signature, each of which is an original.

This Agreement does not obligate either Party to proceed with any transaction, does not create a partnership, joint venture, or agency, and contains no non-competition or non-solicitation covenant.