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Arkansas Non-Disclosure Agreement Requirements

Arkansas Code Ann.

Introduction

Arkansas Code Ann. Section 4-75-101 enforces a covenant restraining someone's work after employment only if the employer has a protectable business interest, defined by statute to include trade secrets, customer lists, goodwill, and other confidential business information, and only if the restriction is no broader in time and scope than necessary to defend that interest; a post-termination restriction of two years is presumptively reasonable, and a court that finds a covenant unreasonable must reform it down to a reasonable scope rather than voiding it outright. A Non-Disclosure Agreement in Arkansas is a contract in which one or both parties agree to keep specified information confidential, and it can be mutual, where both sides share, or one-way, where only one side does. Trade secrets shared under an Arkansas NDA are separately protected under Arkansas Code Ann. Section 4-75-601 et seq., commonly called the Arkansas Trade Secrets Act, and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been. Arkansas also has no statute limiting what an employer can require an employee to assign as an invention, unlike a handful of other states. The practical effect for drafting is to keep the confidentiality definition tied to genuine trade secrets and sensitive business information, since a definition broad enough to stop someone from working in their field is what triggers Section 4-75-101's reasonableness and reformation framework.

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Key Things to Know

  1. 1

    An Arkansas court can order injunctive relief to stop a breach of a valid NDA or covenant not to compete, and Section 4-75-101(e) treats the immediate harm from breach of a covenant not to compete as irreparable for purposes of a preliminary injunction.

  2. 2

    Arkansas Code Ann. Section 4-75-101, a specific covenant-not-to-compete statute, governs any restriction in an Arkansas NDA broad enough to function as a post-employment restraint on someone's ability to work; it requires a protectable business interest, limits the restriction to no more than necessary, and treats a post-termination restriction of two years as presumptively reasonable.

  3. 3

    That statute defines a protectable business interest to include trade secrets, intellectual property, customer lists, goodwill, business methods, profit margins, costs, other confidential business information, and employee training, so an NDA confidentiality clause that stays within those categories is exactly what the statute is built to protect.

  4. 4

    Unlike a state that voids an overbroad restrictive covenant outright, an Arkansas court that finds a covenant not to compete unreasonable must reform it down to a reasonable scope rather than striking it entirely (Section 4-75-101(f)).

  5. 5

    Trade secret protection runs through Arkansas Code Ann. Section 4-75-601 et seq., commonly called the Arkansas Trade Secrets Act, separate from whatever the NDA itself says.

  6. 6

    A trade secret misappropriation claim in Arkansas generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered (Ark. Code Ann. Section 4-75-603).

  7. 7

    Arkansas has no statute limiting an employer's ability to require an employee to assign inventions, including inventions made on the employee's own time; unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington, Arkansas has not adopted an invention-assignment carve-out.

  8. 8

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

Key decisions before you file

Before you file a Non-Disclosure Agreement in Arkansas, 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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ARKANSAS NON-DISCLOSURE AGREEMENT

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

  1. Purpose. The Parties intend to [describe business purpose, e.g. evaluate a possible business arrangement], and expect that exchanging sensitive information may become necessary along the way.

  2. Definition of Confidential Information. Under this Agreement, "Confidential Information" means any business, financial, or technical material one Party shares with the other that carries a confidentiality marking, or that context alone would lead a reasonable recipient to treat as sensitive; the term reaches trade secrets as Arkansas Code Ann. Section 4-75-601 defines them, information whose value comes from staying unknown and whose owner takes reasonable steps to keep it that way. The term does not reach information the receiving Party already possessed before disclosure or later develops on its own, nor does it reach information that becomes public without the receiving Party's fault or arrives lawfully from a third party owing no confidentiality duty.

  3. Obligations. The receiving Party must limit its use of Confidential Information to the purpose in Section 1, handle it using reasonable care, and withhold it from third parties absent the disclosing Party's written consent, though it may loop in staff, agents, or advisers who genuinely need it and who owe the disclosing Party confidentiality duties no less demanding than this Agreement imposes.

  4. Scope Limitation (Arkansas-Specific). Arkansas Code Ann. Section 4-75-101 treats any restriction ancillary to an employment relationship that keeps a person from working afterward as a covenant not to compete, enforceable only where the employer holds a protectable business interest and the restriction reaches no further than that interest requires; a two-year post-termination limit counts as presumptively reasonable, and the statute names trade secrets, customer lists, goodwill, and other confidential business information as protectable interests, the same material this Agreement covers. Unlike a jurisdiction that strikes an overbroad restraint entirely, Section 4-75-101(f) requires an Arkansas court to reform an unreasonable one down to a workable scope instead. This Agreement does not reach a Party's general skills, know-how, or work experience gained apart from the other Party's Confidential Information.

  5. Federal Whistleblower Notice. Someone who reveals a trade secret in confidence to an attorney or a government official, acting only to flag a suspected violation of law, or who files it under seal as part of a court case, is shielded from criminal and civil exposure under the Defend Trade Secrets Act, 18 U.S.C. Section 1833(b); this notice appears here so the disclosing Party keeps its full remedies under the Act.

  6. Term. This Agreement's confidentiality duties expire [X years] after the date the Parties sign it, but that limit does not apply to information that still meets Arkansas's trade secret definition, which keeps its protected status for however long that classification holds true.

  7. Return or Destruction. The receiving Party's right to keep Confidential Information ends when the disclosing Party requests its return or the purpose in Section 1 no longer applies; from that point, it must return every copy or destroy it, whichever the disclosing Party prefers.

  8. Remedies. Money damages alone may not undo a breach here, so the non-breaching Party may pursue injunctive relief through Arkansas Rule of Civil Procedure 65 along with any damages available; where the breach touches a restriction Section 4-75-101 governs, subsection (e) already treats that harm as irreparable, supporting a preliminary injunction without further proof.

  9. Governing Law. Arkansas law governs this Agreement, chosen in part because Section 4-75-101's reform-rather-than-void approach gives a restriction here a better chance of surviving in modified form than it would receive under a state that voids an unreasonable covenant outright.

  10. Miscellaneous. Under the Arkansas Uniform Electronic Transactions Act (Ark. Code Ann. Section 25-32-101 et seq.) and the federal E-SIGN Act (15 U.S.C. Section 7001), an electronic signature binds a Party to this Agreement. A provision later found unenforceable does not affect the rest of this Agreement. The Parties' mutual promises supply consideration, and where a restriction governed by Section 4-75-101 applies, continued employment alone counts as sufficient consideration for it under subsection (g).

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

Arkansas Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Arkansas Trade Secrets Act, Ark. Code Ann. Section 4-75-601 et seq.)

Clearly defines what constitutes confidential information under Arkansas law, including trade secrets as defined in the Arkansas Trade Secrets Act.

Trade Secret Protection (Arkansas Trade Secrets Act, Ark. Code Ann. Section 4-75-601 et seq.)

Specific provisions addressing the protection of trade secrets in accordance with Arkansas law, including reasonable efforts to maintain secrecy.

Federal Trade Secret Protection (Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1836 et seq.)

Compliance with federal trade secret protection law, including remedies for misappropriation of trade secrets.

Whistleblower Immunity Notice (Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1833(b))

Required notice of immunity for confidential disclosure of trade secrets to government officials or attorneys for reporting violations of law, or in a sealed court filing, integrated as its own operative section in documentText to preserve the disclosing party's remedies under the Defend Trade Secrets Act.

Permitted Disclosures Under Subpoena (Arkansas Rules of Civil Procedure, Rule 45)

Rule 45 is the procedural mechanism by which an Arkansas court compels production of otherwise confidential information through a subpoena, governing subpoena issuance, service, and subpoena duces tecum procedure specifically.

Injunctive Relief (Arkansas Rules of Civil Procedure, Rule 65)

Provisions for injunctive relief in case of breach, consistent with Arkansas equity principles and procedures for obtaining injunctions.

Electronic Signatures (Arkansas Uniform Electronic Transactions Act, Ark. Code Ann. Section 25-32-101 et seq.; Federal Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. Section 7001 et seq.)

Provisions allowing for electronic signatures in accordance with both Arkansas and federal electronic signature law.

Non-Circumvention Provisions (Arkansas Common Law of Unfair Competition and Contract Law)

Prevents parties from circumventing the agreement to directly contact clients, customers, or business partners, consistent with Arkansas contract and unfair competition law.

Duty of Confidentiality (Arkansas Contract Law)

Establishes the receiving party's duty to maintain confidentiality and use reasonable care to protect information. This duty arises from the Agreement itself as an ordinary contractual obligation; signing an NDA does not by itself create a fiduciary relationship under Arkansas law absent an independent relationship of trust such as partners, agents, or trustees.

Compliance with Privacy Laws (Federal Privacy Laws (GLBA, HIPAA); Arkansas Personal Information Protection Act, Ark. Code Ann. Section 4-110-101 et seq.)

Ensures compliance with applicable federal and Arkansas privacy law when handling personal information that may be included in confidential information.

Dispute Resolution (Arkansas Dispute Resolution Processes, Ark. Code Ann. Section 16-7-201 et seq.; Arkansas Uniform Arbitration Act, Ark. Code Ann. Section 16-108-201 et seq.)

Establishes procedures for resolving disputes. Section 16-7-201 et seq. governs court-ordered and court-connected mediation specifically; sharpened to also name the separate Arkansas Uniform Arbitration Act, which is the applicable framework if the parties intend binding arbitration rather than court-referred mediation.

Frequently Asked Questions

A Non-Disclosure Agreement in Arkansas 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 Arkansas Code Ann. Section 4-75-601 et seq., commonly called the Arkansas Trade Secrets Act, regardless of what the NDA itself says.

It can, but Arkansas Code Ann. Section 4-75-101 controls how far it can go. A covenant not to compete, including a confidentiality restriction broad enough to function as one, is enforceable only if the employer has a protectable business interest and the restriction is no broader in time and scope than necessary to defend it. A post-termination restriction of two years is presumptively reasonable. If a court finds the restriction unreasonable, it must reform the covenant down to a reasonable scope rather than voiding it outright.

Arkansas Code Ann. Section 4-75-101 governs covenant not to compete agreements ancillary to an employment relationship, which includes an NDA confidentiality clause broad enough to restrain someone's ability to work afterward. The statute lists what counts as a protectable business interest, including trade secrets, customer lists, goodwill, and other confidential business information, and directs a court to reform, not simply strike, an unreasonable restriction.

A trade secret misappropriation claim under the Arkansas 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 (Ark. Code Ann. Section 4-75-603). A continuing misappropriation counts as a single claim rather than restarting the clock. A separate breach-of-contract claim over the NDA itself follows Arkansas's ordinary written-contract limitations period.

There is no Arkansas statute addressing this the way some other states do. Arkansas has not adopted an employee invention-assignment carve-out comparable to California's Labor Code Section 2870 or similar statutes in Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, or Washington. Whether an Arkansas NDA or employment agreement can reach an invention made on an employee's own time depends on the contract's own terms rather than a statutory limit.

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 Arkansas; the choice is about which structure matches the actual relationship.

No. An Arkansas 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 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 Arkansas Trade Secrets Act provides an additional, independent basis for relief, separate from whatever remedies the NDA itself specifies. Where the breach involves a covenant not to compete, Section 4-75-101(e) treats the immediate harm as irreparable, which supports a preliminary injunction.