Trade Secret Non-Disclosure Agreement Template
This Trade Secret Non-Disclosure Agreement (herein referred to as the "Agreement") is created on the (number) day of (month) of the year (year) (the "Effective Date") and is entered between [Discloser.Company] of [Discloser.StreetAddress][Discloser.City][Discloser.State] (the "Discloser") and (Individual) of [Receiver.StreetAddress][Receiver.City][Receiver.State] (the "Receiver") who are collectively referred to as the "Parties."
WHEREAS, the Parties have the desire to enter into a working relationship with each other.
WHEREAS, the Parties acknowledge the Discloser has access to Trade Secrets and proprietary, Confidential Information which the Discloser must divulge to the Receiver to initiate and maintain a working relationship with each other.
WHEREAS, the Parties agree and recognize the Discloser's Trade Secrets and proprietary, Confidential Information is of significant value to the Discloser's business operations. The Parties agree it is in both of their best interests and the best interests of the working relationship to keep Discloser's confidential, proprietary information secret in nature.
NOW, THEREFORE, for and in consideration of the above provisions, the Parties hereto agree to the following:
1. Trade secret
"Trade Secret" means information possessed or developed by the Discloser, including but not limited to a formula, program, technical data, nontechnical data, technique, process, pattern, or compilation that has inherent economic value because it is not known by the general public or Discloser's competitors.
This information is not readily accessible by the general public and therefore is unattainable to the general public and competitors. Discloser utilizes their Trade Secrets to gain advantages in the marketplace through innovation and proprietary, Confidential Information. Discloser takes reasonable precautions to prevent trade secrets from being disclosed and released to the general public.
2. Confidential information
"Confidential Information" includes any information used in relation to Discloser's Trade Secrets and includes but is not limited to the following: documents, reports, records, data, models, programs, drawings, sketches, designs, financial plans, marketing plans, product plans, manufacturing procedures, software, formulas, methodologies, patents, patent applications, and general know-how communicated either verbally, electronically, or in print.
"Business" means any activity related to (enter business activities here)
Trade Secrets and Confidential Information does not include any information that is readily accessible to the general public. If such a time comes when any Trade Secrets and Confidential Information become known by the general public, by no fault of the Discloser or Receiver, such information is no longer considered Trade Secret or Confidential Information and will not be bound by this Agreement.
The Parties agree to keep Trade Secrets and Confidential Information in the strictest of confidence and to not disclose any Trade Secrets or Confidential Information to any third party without prior written consent from the Discloser. The Parties may not, under any circumstances, disclose information about the Trade Secrets and Confidential Information verbally or in writing to any unapproved third party.
The term of this Agreement shall be from the Effective Date until the Trade Secrets and Confidential Information are unlikely to remain trade secrets and confidential in nature. This may be at a certain point when such information is understood by the general public by no fault of the Parties, or in perpetuity.
7. Return of trade secret and confidential materials
The Receiver agrees to return any and all Trade Secret and Confidential Information materials to the Discloser no later than 15 days from the termination of the working relationship. The Receiver is not entitled to retain the Trade Secret or Confidential Information in any way, nor to use any Trade Secret or Confidential Information gleaned from the working relationship for the Receiver's personal or professional benefit.
8. Attorney fees
The Receiver agrees to compensate any and all attorney fees incurred by the Discloser if the Receiver violates any provision of the Agreement.
9. Injunctive relief
Parties understand and agree that the unsanctioned use or dissemination of Trade Secrets and Confidential Information will constitute as a violation of this Agreement and cause Discloser and their Business irreparable harm. Monetary damages may not be sufficient to remedy the violation of this Agreement.
Due to the sensitive nature of the Trade Secrets and Confidential Information, Discloser shall be entitled to injunctive or equitable relief as deemed necessary by a court of competent jurisdiction. Any such remedies shall not be the exclusive remedy for a violation of this Agreement but shall be an additional remedy to the compensation of attorney fees and other compensation as the court sees fit.
10. Governing law
This Agreement shall be governed by the laws of the State of (State)
If a court finds any provision of this Agreement invalid or otherwise unenforceable for any reason, the remaining components of this Agreement shall remain intact and binding until a new Agreement is drafted and agreed upon by the Parties.
The Parties agree this is the final Agreement and supersedes any and all prior written or oral agreements.