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Alaska Non-Disclosure Agreement Requirements

Under Data Management, Inc.

Introduction

Under Data Management, Inc. v. Greene, 757 P.2d 62 (Alaska 1988), the common-law test filling that gap lets a court narrow, or blue pencil, an overbroad restrictive covenant in an Alaska Non-Disclosure Agreement to make it enforceable, but only if the party enforcing it proves the covenant was drafted in good faith; a covenant not drafted in good faith is voided outright rather than narrowed. A Non-Disclosure Agreement in Alaska is otherwise an ordinary, enforceable confidentiality contract, mutual or one-way, protecting trade secrets and other sensitive information shared between parties. Trade secrets themselves are protected separately under the Alaska Uniform Trade Secrets Act (AS 45.50.910 through AS 45.50.945), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered. Alaska also has no statute letting an employer's invention-assignment clause reach inventions an employee makes entirely on their own time, the way California, Washington, and several other states do, so the scope of any invention-assignment language in an Alaska NDA or employment agreement depends on the contract itself and common-law principles. The practical effect for drafting is to keep the confidentiality definition tied to genuine trade secrets and sensitive information, since an overbroad definition is what invites the good-faith and reasonableness scrutiny Alaska courts apply to restrictive covenants.

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Key Things to Know

  1. 1

    When an Alaska court reviews whether a restrictive covenant inside an NDA is reasonable, it weighs factors such as the duration and geographic scope of the restriction, whether the person had access to confidential information or trade secrets, whether the restriction bars that person from their sole means of support, and whether the benefit to the party enforcing it outweighs the hardship it creates.

  2. 2

    Alaska has no statute governing non-compete or restrictive-covenant agreements. Courts apply common-law case law instead, and under Data Management, Inc. v. Greene, 757 P.2d 62 (Alaska 1988), a court may narrow an overbroad confidentiality or non-compete clause to make it enforceable only if the party enforcing it proves the clause was drafted in good faith; otherwise the clause is void.

  3. 3

    Trade secret protection runs through the Alaska Uniform Trade Secrets Act (AS 45.50.910 through AS 45.50.945), separate from whatever the NDA itself says.

  4. 4

    A trade secret misappropriation claim in Alaska generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered, and a continuing misappropriation counts as a single claim rather than a new one each time (AS 45.50.925).

  5. 5

    Alaska has no statute limiting what an employer's invention-assignment clause can reach, unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington. If an Alaska NDA or employment agreement asks someone to assign inventions to the employer, the scope of that assignment depends on the contract's own language and common-law principles, not on a statutory carve-out.

  6. 6

    Mutual NDAs, where both sides share confidential information, and one-way NDAs, where only one side does, are both ordinary enforceable contracts in Alaska; which one fits depends on whether the exchange runs both directions, like a partnership or acquisition discussion, or one direction, like pitching an investor.

  7. 7

    An Alaska court can enjoin actual or threatened misappropriation of a trade secret under AS 45.50.910, and can continue that injunction for a reasonable added period to eliminate any commercial advantage gained from the misappropriation, in addition to ordering damages under AS 45.50.915.

Key decisions before you file

Before you file a Non-Disclosure Agreement in Alaska, a few decisions shape the document: which option to choose and what each one means. The Non-Disclosure Agreement guide walks through them.

Open the Non-Disclosure Agreement guide

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ALASKA NON-DISCLOSURE AGREEMENT

[Party A Name] and [Party B Name], each located in [City], Alaska, sign this Non-Disclosure Agreement below (together the "Parties," each a "Party").

  1. Purpose. As the Parties discuss [describe business purpose, e.g. a proposed joint venture], one or both may disclose Confidential Information to the other.

  2. Definition of Confidential Information. AS 45.50.940 defines a trade secret as information that gains independent economic value from not being generally known or readily ascertainable, kept secret through efforts reasonable under the circumstances; this Agreement's "Confidential Information" adopts that standard and extends it to any business, technical, or financial material one Party marks confidential or that circumstances would flag as confidential to a reasonable person. That coverage stops short of material already public for reasons unrelated to the receiving Party's own conduct, material the receiving Party already had before this Agreement, material it works out independently, and material a third party had the right to hand over without owing anyone secrecy.

  3. Obligations. Whoever receives Confidential Information under this Agreement keeps it out of third party hands unless the disclosing Party consents in writing, uses it solely to advance the purpose in Section 1, and treats it with the care a prudent business gives its own sensitive records. A limited group, the receiving Party's own personnel and advisors, can also see the material, provided each of them actually needs it for that purpose and has already promised confidentiality on terms no looser than this Agreement sets.

  4. Scope Limitation (Alaska Specific). No Alaska statute regulates non compete or restrictive covenant terms, so a challenge to this Agreement's confidentiality scope falls to the common law good faith blue pencil rule from Data Management, Inc. v. Greene, 757 P.2d 62 (Alaska 1988): if a court finds a clause here operates as an overbroad restraint on a Party's ability to work, Greene's default is that the clause is void, unless the enforcing Party proves it was drafted in good faith and consistent with fair dealing, in which case the court may narrow it into an enforceable version instead. General skills, training, and know how a Party gains outside this Agreement's Confidential Information remain that Party's own to use.

  5. Federal Whistleblower Notice. Confidentially flagging a suspected legal violation to a government official or a lawyer, or filing a trade secret under court seal, does not expose the disclosing individual to liability, a federal protection set out at 18 U.S.C. Section 1833(b) of the Defend Trade Secrets Act. This notice appears as its own section because federal law ties a disclosing Party's full DTSA remedies to giving it.

  6. Term. For [X years] after the signature date, the confidentiality duties in this Agreement apply; an item that still meets the AS 45.50.940 trade secret definition, however, stays covered for as long as it retains that status. AS 45.50.925 separately gives a misappropriation claim a three year window from discovery, or from when reasonable diligence would have revealed it.

  7. Return or Destruction. The receiving Party's copies of Confidential Information do not survive two triggers: a request from the disclosing Party, or the natural end of the purpose named in Section 1. Either one obligates the receiving Party to return the material or destroy it.

  8. Remedies. AS 45.50.910 lets a court enjoin an actual or threatened misappropriation and extend the injunction a further reasonable period to erase any edge it created. AS 45.50.915(a) adds damages for the disclosing Party's actual loss and unjust enrichment the loss figure does not already capture, and AS 45.50.915(b) doubles that recovery for willful and malicious misappropriation.

  9. Governing Law. Alaska has no default choice of law statute for contract disputes, so this Agreement supplies its own: Alaska law governs, and Alaska courts honor that choice for a contract as connected to the state as this one.

  10. Miscellaneous. Neither Party needs a wet signature here: AS 09.80.040, the Alaska Uniform Electronic Transactions Act, and the federal ESIGN Act (15 U.S.C. Section 7001) both make an electronic signature enforceable. If a court strikes down one provision, the rest of the Agreement stays in force. The promises each Party makes to the other supply the consideration that makes this Agreement binding.

[Party A Signature] ____________________ Date: __________ [Party B Signature] ____________________ Date: __________

Alaska Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Alaska Statute Section 45.50.940)

Defines what qualifies as a trade secret under the Alaska Uniform Trade Secrets Act. AS 45.50.940 sets the two-part test: the information derives independent economic value from not being generally known or readily ascertainable by proper means, and is the subject of efforts reasonable under the circumstances to maintain its secrecy.

Exclusions from Confidential Information (Alaska Statute Section 45.50.940)

Addresses what does not qualify as protected trade secret information. AS 45.50.940 is Alaska's trade secret definitions section; the same two-part test defining a trade secret is what excludes information that is generally known or readily ascertainable by proper means. The Agreement's own carve-outs for publicly available information, independently developed information, and information rightfully received from a third party track this statutory test rather than a separately codified exceptions provision.

Time Periods (Alaska Statute Section 45.50.925)

Addresses the duration of trade secret protection by reference to Alaska's three year statute of limitations for misappropriation claims. Under AS 45.50.925, an action must be brought within three years after the misappropriation is discovered or, with reasonable diligence, should have been discovered, and a continuing misappropriation constitutes a single claim rather than a new one each time it continues.

Integration

States that the agreement constitutes the entire understanding between the parties on the subject of confidentiality, consistent with the general common law integration and merger clause principles Alaska courts apply to contract interpretation.

Waiver

States that a party's failure to enforce a provision, or delay in doing so, does not waive that party's right to enforce it later, consistent with general Alaska common law on waiver of contractual rights.

Injunctive Relief (Alaska Statute Section 45.50.910)

Provides for injunctive relief for actual or threatened trade secret misappropriation. AS 45.50.910 lets a court enjoin actual or threatened misappropriation and continue the injunction for an additional reasonable period to eliminate any commercial advantage gained from it. A related but distinct provision, AS 45.50.920, governs preservation of secrecy during litigation, such as protective orders and sealed records.

Jurisdiction and Venue (Alaska Statute Section 22.10.020)

Establishes that Alaska's superior court has original jurisdiction, extending over the whole state, over civil disputes arising from the agreement. AS 22.10.020 addresses the superior court's subject matter jurisdiction rather than venue as a distinct term of art; venue for a specific action is set by court rule rather than by this statute.

Defend Trade Secrets Act Compliance (18 U.S.C. Section 1833(b))

Includes the required federal whistleblower notice that an individual may not be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or attorney solely to report a suspected violation of law, or in a court filing made under seal, as required to preserve the disclosing party's remedies under the Defend Trade Secrets Act.

Economic Espionage Act Compliance (18 U.S.C. Sections 1831 through 1839)

Acknowledges federal criminal protections against economic espionage and theft of trade secrets under the Economic Espionage Act.

Damages (Alaska Statute Section 45.50.915)

Specifies available damages for trade secret misappropriation under AS 45.50.915, which allows recovery for actual loss and for unjust enrichment not accounted for in actual loss damages, and permits exemplary damages of up to twice that amount where the misappropriation is willful and malicious.

Assignment

Addresses whether either party's rights or obligations under the agreement may be assigned to a third party, consistent with general Alaska common law on assignment of contract rights.

Electronic Communications Compliance (15 U.S.C. Section 7001 et seq.)

Ensures compliance with the federal Electronic Signatures in Global and National Commerce Act, confirming electronic signatures and records are valid for the agreement.

Dispute Resolution (Alaska Statute Sections 09.43.010 through 09.43.170 and 09.43.300 through 09.43.595)

Establishes that disputes may be resolved through arbitration under Alaska law. The cited range spans two separate arbitration statutes within the same chapter: the original Uniform Arbitration Act in Article 1, and the newer Revised Uniform Arbitration Act in Article 3, which governs arbitration agreements entered into after its effective date. Which act applies depends on when the arbitration agreement was made.

Attorney's Fees (Alaska Rule of Civil Procedure 82)

Addresses recovery of attorney's fees by the prevailing party in litigation over the agreement, under Alaska Rule of Civil Procedure 82, Alaska's distinctive partial fee shifting rule that applies even without a contractual attorney's fees clause.

Frequently Asked Questions

A Non-Disclosure Agreement in Alaska is an ordinary contract in which one or both parties agree to keep specified information confidential. It can be mutual, where both sides share confidential information, or one-way, where only one side does. Trade secrets shared under the agreement are also separately protected by the Alaska Uniform Trade Secrets Act (AS 45.50.910 through AS 45.50.945) regardless of what the NDA itself says.

It can, but Alaska courts disfavor restrictive covenants that place a hardship on someone's ability to earn a living, and Alaska has no statute setting the rules, so enforceability turns on common-law reasonableness factors such as duration, geographic scope, and whether the restriction bars that person from their sole means of support. If a confidentiality clause in an NDA is written broadly enough to function like a non-compete, the same scrutiny applies to it.

No. Alaska has no specific statute governing non-compete or restrictive-covenant enforceability; it relies entirely on common-law case law. Under Data Management, Inc. v. Greene, 757 P.2d 62 (Alaska 1988), a court may narrow an overbroad covenant to make it enforceable, but only if the party enforcing it proves the covenant was drafted in good faith. A separate case, Metcalfe Investments, Inc. v. Garrison, 919 P.2d 1356 (Alaska 1996), shows a covenant can be enforceable even without an explicit geographic or time limit if its terms are otherwise well defined.

A trade secret misappropriation claim under the Alaska Uniform Trade Secrets Act generally must be brought within three years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (AS 45.50.925). A continuing misappropriation counts as a single claim rather than restarting the clock. A separate breach-of-contract claim over the NDA itself follows Alaska's ordinary written-contract limitations period.

Alaska has no statute addressing this, unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington. Whether an invention-assignment clause in an Alaska NDA or employment agreement reaches an invention made on the employee's own time depends on the contract's own wording and common-law principles, such as the doctrine that an employee specifically hired or assigned to solve a problem generally owes the resulting invention to the employer.

It depends on whether confidential information will flow in both directions or only one. A mutual NDA fits a two-way exchange, such as a merger, partnership, or joint-venture discussion where both sides disclose sensitive information. A one-way NDA fits a one-directional exchange, such as pitching a business plan to an investor who is not sharing anything confidential back. Both forms are equally enforceable in Alaska; the choice is about which structure matches the actual relationship.

No. An Alaska NDA is an ordinary contract, not a formal instrument like a will or power of attorney, so it does not require notarization or witnesses to be valid. It only needs the standard elements of a valid contract: an offer, acceptance, and consideration, along with signatures from the parties being bound.

The non-breaching party can seek injunctive relief under AS 45.50.910 to stop an ongoing or threatened disclosure, along with damages caused by the breach. If the disclosed information also qualifies as a trade secret, the Alaska Uniform Trade Secrets Act provides an additional, independent basis for relief under AS 45.50.915, including damages for actual loss and unjust enrichment, and exemplary damages of up to twice that amount if the misappropriation was willful and malicious.