Standard NDA Trio Pack (Mutual, One-Way Discloser, Employee/Contractor)

STANDARD NDA TRIO PACK

Colorado Jurisdictional Version

Three Non-Disclosure Agreement Forms for Common Business Scenarios

INTRODUCTION

This Trio Pack contains three separate, self-contained Non-Disclosure Agreement forms tailored to Colorado law. Each form is designed for a distinct business scenario and incorporates the protections of both the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.).

Included Forms:

• Form A — Mutual NDA: For business partnerships, joint ventures, and merger/acquisition discussions where both parties share confidential information.
• Form B — One-Way NDA (Discloser Protection): For sharing proprietary information with vendors, consultants, or potential business partners where only one party discloses.
• Form C — One-Way NDA (Employee/Contractor): For hiring situations involving access to trade secrets, with Colorado-specific non-compete considerations under C.R.S. § 8-2-113.

Refer to the Selection Guide at the end of this document for detailed guidance on choosing the correct form.

TABLE OF CONTENTS

• Form A: Mutual Non-Disclosure Agreement
• Form B: One-Way NDA — Discloser Protection
• Form C: One-Way NDA — Employee/Contractor
• Selection Guide
• Practice Notes
• Sources and References

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FORM A — MUTUAL NON-DISCLOSURE AGREEMENT

For Business Partnerships, Joint Ventures, and M&A Discussions

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

Party A:
Name: [________________________________]
Address: [________________________________]
State of Organization: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]

Party B:
Name: [________________________________]
Address: [________________________________]
State of Organization: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]

Party A and Party B are each referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties wish to explore or engage in a business relationship concerning [________________________________] (the "Purpose"); and

WHEREAS, in connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information, including trade secrets as defined under Colorado and federal law; and

WHEREAS, the Parties desire to establish the terms under which such information will be disclosed and protected;

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

A-1. DEFINITIONS

A-1.1 "Confidential Information" means all information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by inspection, that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation:

(a) Trade secrets as defined under C.R.S. § 7-74-102 and 18 U.S.C. § 1839(3);
(b) Business plans, strategies, forecasts, and financial information;
(c) Customer and supplier lists, pricing, and marketing data;
(d) Technical data, designs, algorithms, source code, and specifications;
(e) Research and development information, inventions, and know-how;
(f) Personnel information and organizational structures;
(g) The existence, terms, and status of negotiations between the Parties.

A-1.2 "Trade Secret" has the meaning set forth in C.R.S. § 7-74-102, which defines a trade secret as the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, improvement, confidential business or financial information, listing of names, addresses, or telephone numbers, or other information relating to any business or profession which is secret and of value, and where the owner thereof has taken measures to prevent the secret from becoming available to persons other than those selected by the owner to have access thereto for limited purposes.

A-1.3 "Representatives" means a Party's officers, directors, employees, agents, advisors (including attorneys, accountants, and financial advisors), and contractors who have a need to know the Confidential Information for the Purpose.

A-2. OBLIGATIONS OF RECEIVING PARTY

A-2.1 Non-Disclosure. The Receiving Party shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its Representatives who:

(a) Have a need to know such information for the Purpose;
(b) Are informed of the confidential nature of the information; and
(c) Are bound by confidentiality obligations at least as restrictive as those in this Agreement.

A-2.2 Non-Use. The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use the information for any other purpose, including for its own benefit or the benefit of any third party.

A-2.3 Standard of Care. The Receiving Party shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, consistent with the protective measures contemplated by C.R.S. § 7-74-102.

A-2.4 Responsibility for Representatives. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

A-3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that the Receiving Party can demonstrate by competent evidence:

(a) Was publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party;
(b) Was known to the Receiving Party prior to disclosure, without restriction, as shown by the Receiving Party's written records;
(c) Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as shown by the Receiving Party's written records;
(d) Was rightfully received from a third party without restriction on disclosure and without breach of any obligation of confidentiality; or
(e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party:

• Gives the Disclosing Party prompt written notice of the requirement (to the extent legally permissible);
• Cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy; and
• Discloses only the minimum information required.

A-4. TERM AND SURVIVAL

A-4.1 Term. This Agreement shall commence on the Effective Date and continue for a period of [____] year(s), unless earlier terminated by either Party upon [____] days' written notice to the other Party (the "Term").

A-4.2 Survival of Obligations. The obligations of confidentiality and non-use shall survive the expiration or termination of this Agreement for a period of [____] years from the date of disclosure of the applicable Confidential Information.

A-4.3 Trade Secret Duration. Notwithstanding Section A-4.2, obligations with respect to information that constitutes a trade secret under C.R.S. § 7-74-102 or 18 U.S.C. § 1839(3) shall continue for so long as such information remains a trade secret under applicable law.

A-5. REMEDIES

A-5.1 Injunctive Relief. Each Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies under C.R.S. § 7-74-103 without the necessity of proving actual damages or posting a bond, in addition to all other remedies available at law or in equity.

A-5.2 Damages. In addition to injunctive relief, the Disclosing Party shall be entitled to recover damages for misappropriation of trade secrets as provided under C.R.S. § 7-74-104 and 18 U.S.C. § 1836(b)(3), including:

(a) Actual loss caused by misappropriation;
(b) Unjust enrichment not addressed by actual loss;
(c) In lieu of the foregoing, a reasonable royalty; and
(d) Exemplary damages up to twice the amount of damages if willful and malicious misappropriation is proven.

A-5.3 Attorney Fees. The prevailing Party in any action to enforce this Agreement may recover reasonable attorney fees as permitted under C.R.S. § 7-74-105.

A-6. RETURN OF MATERIALS

A-6.1 Upon the earlier of (a) termination or expiration of this Agreement, or (b) written request by the Disclosing Party, the Receiving Party shall promptly:

(a) Return all originals and copies of Confidential Information in any form;
(b) Destroy all notes, analyses, compilations, summaries, and derivative materials containing Confidential Information; and
(c) Provide a written certification of compliance signed by an authorized representative.

A-6.2 Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by applicable law, regulation, or bona fide document retention policies, provided such retained copies remain subject to the confidentiality obligations herein.

A-7. GENERAL PROVISIONS

A-7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.

A-7.2 Venue. Any legal action arising under this Agreement shall be brought exclusively in the state or federal courts located in [________________________________] County, Colorado. Each Party consents to the personal jurisdiction and venue of such courts.

A-7.3 No License. Nothing in this Agreement grants the Receiving Party any license or right in or to the Confidential Information except the limited right to use it for the Purpose.

A-7.4 No Obligation. This Agreement does not obligate either Party to enter into any further agreement or business relationship.

A-7.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.

A-7.6 Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties.

A-7.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

A-7.8 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of such Party's assets.

A-7.9 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, in accordance with the Colorado Uniform Electronic Transactions Act (C.R.S. § 24-71.3-101 et seq.).

A-7.10 Notices. All notices shall be in writing and delivered to the addresses set forth above by personal delivery, overnight courier, or certified mail, return receipt requested.

A-7.11 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver thereof.

A-8. DTSA WHISTLEBLOWER IMMUNITY NOTICE

NOTICE PURSUANT TO 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 is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) 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.

SIGNATURES — FORM A

PARTY A:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

PARTY B:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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FORM B — ONE-WAY NDA (DISCLOSER PROTECTION)

For Sharing Proprietary Information with Vendors, Consultants, or Potential Partners

NON-DISCLOSURE AGREEMENT — DISCLOSER PROTECTION

This Non-Disclosure Agreement ("Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

Disclosing Party:
Name: [________________________________]
Address: [________________________________]
State of Organization: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]

Receiving Party:
Name: [________________________________]
Address: [________________________________]
State of Organization: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information, including trade secrets, relating to [________________________________] (the "Purpose"); and

WHEREAS, the Disclosing Party wishes to disclose certain Confidential Information to the Receiving Party solely for the Purpose, and the Receiving Party is willing to receive such information subject to the terms of this Agreement;

NOW, THEREFORE, the Parties agree as follows:

B-1. DEFINITIONS

B-1.1 "Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in any form or medium, including without limitation:

(a) Trade secrets as defined under C.R.S. § 7-74-102 and 18 U.S.C. § 1839(3);
(b) Proprietary technology, software, source code, object code, algorithms, and architectures;
(c) Business strategies, marketing plans, customer data, and financial projections;
(d) Product roadmaps, prototypes, samples, and specifications;
(e) Vendor terms, pricing structures, and supplier relationships;
(f) Any information marked or designated as "Confidential," "Proprietary," or similar designation;
(g) Any information that, by its nature or the circumstances of disclosure, would reasonably be understood to be confidential.

B-1.2 Oral disclosures shall be deemed Confidential Information if identified as confidential at the time of disclosure and confirmed in writing within [____] business days.

B-2. OBLIGATIONS OF RECEIVING PARTY

B-2.1 Confidentiality. The Receiving Party shall:

(a) Hold all Confidential Information in strict confidence;
(b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
(c) Limit access to Confidential Information to those of its Representatives who have a need to know and who are bound by written confidentiality obligations no less restrictive than this Agreement;
(d) Not use any Confidential Information for any purpose other than the Purpose;
(e) Not reverse-engineer, decompile, or disassemble any products, prototypes, or software provided as Confidential Information;
(f) Promptly notify the Disclosing Party of any unauthorized disclosure or use of Confidential Information.

B-2.2 Standard of Care. The Receiving Party shall exercise at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care, consistent with the standards required to maintain trade secret protection under C.R.S. § 7-74-102.

B-2.3 No Copies. The Receiving Party shall not copy or reproduce any Confidential Information except as reasonably necessary for the Purpose, and all such copies shall be subject to the terms of this Agreement.

B-3. EXCLUSIONS

The obligations of this Agreement do not apply to information that the Receiving Party can demonstrate:

(a) Was publicly known at the time of disclosure or becomes publicly known through no wrongful act of the Receiving Party;
(b) Was already in the Receiving Party's possession prior to disclosure, as evidenced by written records;
(c) Was independently developed by the Receiving Party without use of the Confidential Information;
(d) Was rightfully obtained from a third party without restriction; or
(e) Is disclosed pursuant to a legal requirement, provided the Receiving Party (i) promptly notifies the Disclosing Party, (ii) cooperates in seeking a protective order, and (iii) discloses only the minimum required.

B-4. TERM AND SURVIVAL

B-4.1 Term. This Agreement shall remain in effect for [____] year(s) from the Effective Date, unless earlier terminated by either Party upon [____] days' written notice.

B-4.2 Survival. The confidentiality obligations shall survive for [____] years following the expiration or termination of this Agreement.

B-4.3 Trade Secrets. Obligations concerning information qualifying as a trade secret under C.R.S. § 7-74-102 or 18 U.S.C. § 1839(3) shall continue for as long as such information qualifies as a trade secret.

B-5. REMEDIES

B-5.1 Injunctive Relief. The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable injury to the Disclosing Party. The Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, pursuant to C.R.S. § 7-74-103, without the necessity of proving actual damages or posting a bond, in addition to all other remedies at law or in equity.

B-5.2 Damages. The Disclosing Party may recover actual damages, unjust enrichment, or a reasonable royalty for misappropriation under C.R.S. § 7-74-104 and 18 U.S.C. § 1836(b)(3)(B). Exemplary damages of up to twice the award may be available for willful and malicious misappropriation under both statutes.

B-5.3 Attorney Fees. The prevailing Party may recover reasonable attorney fees under C.R.S. § 7-74-105.

B-5.4 Cumulative Remedies. All remedies are cumulative and are in addition to any other remedies available under Colorado or federal law.

B-6. RETURN OF MATERIALS

Upon the earlier of (a) expiration or termination of this Agreement, or (b) written request by the Disclosing Party, the Receiving Party shall within [____] business days:

(a) Return all originals and copies of Confidential Information;
(b) Permanently delete all electronic copies of Confidential Information from its systems, including backups reasonably accessible;
(c) Destroy all notes, memoranda, summaries, and derivative works incorporating Confidential Information; and
(d) Certify in writing, signed by an authorized officer, that the foregoing obligations have been fulfilled.

The Receiving Party may retain one archival copy solely as required by law or regulation, which shall remain subject to the terms of this Agreement.

B-7. GENERAL PROVISIONS

B-7.1 Governing Law. This Agreement is governed by the laws of the State of Colorado, without regard to conflict of laws principles.

B-7.2 Venue. Exclusive jurisdiction and venue shall lie in the state or federal courts located in [________________________________] County, Colorado.

B-7.3 No License or Rights. Nothing herein grants the Receiving Party any right, title, or interest in the Confidential Information or any intellectual property of the Disclosing Party.

B-7.4 No Obligation to Disclose. The Disclosing Party is under no obligation to disclose any particular information and may, in its sole discretion, withhold any information.

B-7.5 No Warranty. All Confidential Information is provided "AS IS." The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, or fitness for any purpose of the Confidential Information.

B-7.6 Entire Agreement. This Agreement is the entire agreement between the Parties regarding its subject matter.

B-7.7 Amendments. No amendment shall be effective unless in writing and signed by both Parties.

B-7.8 Severability. Invalid or unenforceable provisions shall be reformed to the minimum extent necessary, and remaining provisions shall remain in effect.

B-7.9 Assignment. The Receiving Party may not assign this Agreement without the Disclosing Party's prior written consent.

B-7.10 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature in accordance with the Colorado Uniform Electronic Transactions Act (C.R.S. § 24-71.3-101 et seq.).

B-7.11 Waiver. No waiver of any provision shall constitute a waiver of any other provision or a continuing waiver.

B-8. DTSA WHISTLEBLOWER IMMUNITY NOTICE

NOTICE PURSUANT TO 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 is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) 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.

SIGNATURES — FORM B

DISCLOSING PARTY:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

RECEIVING PARTY:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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FORM C — ONE-WAY NDA (EMPLOYEE/CONTRACTOR)

For Hiring Situations with Trade Secret Access and Non-Compete Considerations

EMPLOYEE / INDEPENDENT CONTRACTOR NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

Company:
Name: [________________________________]
Address: [________________________________]
State of Organization: [________________________________]

Worker (check one):
☐ Employee
☐ Independent Contractor

Name: [________________________________]
Address: [________________________________]
Email: [________________________________]

The Company and Worker are collectively referred to as the "Parties."

IMPORTANT COLORADO NOTICE REGARDING RESTRICTIVE COVENANTS

Pursuant to C.R.S. § 8-2-113, the State of Colorado significantly restricts the enforceability of non-compete and non-solicitation agreements. This Agreement does NOT contain a covenant not to compete. The confidentiality obligations set forth herein are intended solely to protect the Company's trade secrets and Confidential Information and are not intended to restrict the Worker's ability to seek or obtain future employment.

Disclosure Requirement: Under C.R.S. § 8-2-113(4), if this Agreement were to contain any restrictive covenant (it does not), the Company would be required to provide the Worker with a separate, written notice of the covenant before the Worker's acceptance of an offer of employment or, for existing employees, at least fourteen (14) days before the earlier of the effective date of the covenant or any change in the terms or conditions of employment.

Non-Compete Exceptions (for reference only — not applicable to this NDA):
Under C.R.S. § 8-2-113(2), non-compete agreements in Colorado are void and unenforceable except for:
(a) Workers who earn at or above the highly compensated threshold ($127,091 annualized in 2025, adjusted annually);
(b) Non-solicitation of customers for workers earning at or above 60% of the highly compensated threshold;
(c) Recovery of training expenses for workers employed less than two years (prorated);
(d) Covenants in connection with the purchase and sale of a business.

C-1. DEFINITIONS

C-1.1 "Confidential Information" means all information, whether or not marked as confidential, that the Company discloses to or that the Worker creates, develops, or accesses during the course of the Worker's engagement, including without limitation:

(a) Trade secrets as defined under C.R.S. § 7-74-102 and 18 U.S.C. § 1839(3);
(b) Client and customer lists, contact information, and relationship data;
(c) Business plans, financial information, budgets, and forecasts;
(d) Software, source code, algorithms, databases, and technical specifications;
(e) Product development plans, designs, and prototypes;
(f) Marketing strategies, pricing, and sales data;
(g) Employee data, compensation information, and organizational charts;
(h) Vendor and supplier terms and relationships;
(i) Any information that derives independent economic value from not being generally known.

C-1.2 "Work Product" means all inventions, discoveries, improvements, designs, original works of authorship, software, documentation, and other materials that the Worker conceives, develops, or reduces to practice during the term of engagement, whether or not patentable or copyrightable, that:

(a) Relate to the Company's current or anticipated business or research; or
(b) Result from the use of Company resources, facilities, or Confidential Information.

C-2. OBLIGATIONS OF WORKER

C-2.1 Confidentiality. The Worker shall:

(a) Hold all Confidential Information in strict confidence during and after the engagement;
(b) Not disclose Confidential Information to any person or entity without the Company's prior written authorization;
(c) Use Confidential Information solely for the performance of the Worker's duties;
(d) Take all reasonable precautions to prevent unauthorized disclosure, including securing physical and electronic materials;
(e) Immediately notify the Company of any known or suspected unauthorized disclosure or use.

C-2.2 Standard of Care. The Worker shall exercise at least the same degree of care as a reasonable person would to protect the Company's Confidential Information, consistent with the protective measures required to maintain trade secret status under C.R.S. § 7-74-102.

C-2.3 Third-Party Information. The Worker shall not bring to the Company or use in the performance of duties any confidential information belonging to any prior employer or third party, unless such use is expressly authorized in writing by the third-party owner.

C-2.4 No Competing Use. During the term of engagement, the Worker shall not use Confidential Information to directly or indirectly compete with the Company. This provision is a confidentiality obligation and not a covenant not to compete under C.R.S. § 8-2-113.

C-3. WORK PRODUCT AND INVENTION ASSIGNMENT

C-3.1 Assignment. The Worker hereby assigns and agrees to assign to the Company all right, title, and interest in and to all Work Product.

C-3.2 Colorado Invention Exception. This assignment does NOT apply to any invention that the Worker develops entirely on the Worker's own time, without using Company equipment, supplies, facilities, or Confidential Information, unless:

(a) The invention relates directly to the Company's business or anticipated research and development; or
(b) The invention results from any work performed by the Worker for the Company.

C-3.3 Cooperation. The Worker shall, at the Company's expense, execute all documents and take all actions reasonably necessary to perfect, register, and enforce the Company's rights in the Work Product.

C-3.4 Prior Inventions. The Worker has listed all prior inventions in Exhibit A. If no inventions are listed, the Worker represents that no such prior inventions exist.

C-4. EXCLUSIONS

The obligations of this Agreement do not apply to information that:

(a) Is or becomes publicly available through no fault of the Worker;
(b) Was known to the Worker prior to the engagement, as documented in writing;
(c) Is independently developed by the Worker outside the scope of the engagement without use of Confidential Information; or
(d) Is disclosed pursuant to legal compulsion, provided the Worker gives the Company prompt written notice and cooperates in seeking a protective order.

C-5. TERM AND SURVIVAL

C-5.1 Term. This Agreement commences on the Effective Date and continues throughout the Worker's engagement with the Company.

C-5.2 Survival. The obligations of confidentiality shall survive the termination of the Worker's engagement for a period of [____] years.

C-5.3 Trade Secrets. Obligations with respect to trade secrets under C.R.S. § 7-74-102 and 18 U.S.C. § 1839(3) survive indefinitely for so long as the information qualifies as a trade secret.

C-6. REMEDIES

C-6.1 Injunctive Relief. The Worker acknowledges that any breach of this Agreement may cause irreparable harm to the Company. The Company shall be entitled to seek injunctive relief and specific performance under C.R.S. § 7-74-103, in addition to any other remedies available at law or in equity.

C-6.2 Damages. The Company may recover damages for misappropriation under C.R.S. § 7-74-104 and 18 U.S.C. § 1836(b)(3)(B), including actual damages, unjust enrichment, or a reasonable royalty, plus exemplary damages up to twice the award for willful and malicious misappropriation.

C-6.3 Attorney Fees. The prevailing Party may recover reasonable attorney fees under C.R.S. § 7-74-105 and 18 U.S.C. § 1836(b)(3)(D).

C-7. RETURN OF MATERIALS

C-7.1 Upon termination of the Worker's engagement or at any time upon the Company's request, the Worker shall immediately:

(a) Return all Company property, documents, files, equipment, and materials containing Confidential Information;
(b) Permanently delete all Confidential Information from personal devices, accounts, and cloud storage;
(c) Return all access credentials, keys, and security tokens; and
(d) Certify in writing that the foregoing obligations have been fulfilled.

C-7.2 Exit Interview. The Worker agrees to participate in an exit interview to review the Worker's obligations under this Agreement.

C-8. GENERAL PROVISIONS

C-8.1 Governing Law. This Agreement is governed by the laws of the State of Colorado.

C-8.2 Venue. Exclusive jurisdiction and venue in the state or federal courts located in [________________________________] County, Colorado.

C-8.3 No Employment Guarantee. This Agreement does not constitute a guarantee of employment or engagement for any specific period. The Worker's engagement remains at-will unless otherwise specified in a separate written agreement.

C-8.4 Relationship to Employment Agreement. This Agreement is supplemental to and does not supersede any employment or independent contractor agreement between the Parties. In the event of a conflict, the provision more protective of the Company's Confidential Information shall control.

C-8.5 Entire Agreement. This Agreement constitutes the entire agreement regarding confidentiality between the Parties.

C-8.6 Amendments. Amendments require a writing signed by both Parties.

C-8.7 Severability. If any provision is deemed invalid or unenforceable under Colorado law, the remainder of this Agreement shall remain in full force.

C-8.8 Electronic Signatures. This Agreement may be executed electronically in accordance with C.R.S. § 24-71.3-101 et seq.

C-8.9 Waiver. No waiver of any breach shall constitute a waiver of any subsequent breach.

C-9. DTSA WHISTLEBLOWER IMMUNITY NOTICE

NOTICE PURSUANT TO 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 is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) 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.

SIGNATURES — FORM C

COMPANY:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

WORKER:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

EXHIBIT A: PRIOR INVENTIONS DISCLOSURE

The Worker identifies the following prior inventions, original works of authorship, developments, improvements, and trade secrets that were made by the Worker prior to the engagement and that belong to the Worker:

☐ No prior inventions to disclose.

Worker Initials: [____] Date: [__/__/____]

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SELECTION GUIDE

When to Use Each Form

Form A — Mutual NDA

Use when: Both parties will exchange confidential information.

Common scenarios:
☐ Joint venture or strategic partnership discussions
☐ Merger and acquisition due diligence
☐ Technology licensing negotiations
☐ Co-development or collaboration projects
☐ Business referral arrangements involving shared data
☐ Franchise discussions

Key features:

• Reciprocal obligations — both parties are simultaneously Disclosing and Receiving Parties
• Balanced remedy provisions for both sides
• Suitable for arm's-length commercial relationships

Form B — One-Way NDA (Discloser Protection)

Use when: Only one party is sharing confidential information.

Common scenarios:
☐ Engaging a vendor, consultant, or service provider
☐ Presenting a business plan to potential investors
☐ Sharing proprietary technology with a potential licensee
☐ Providing access to proprietary systems for evaluation
☐ Disclosing trade secrets to potential acquirers (pre-LOI)
☐ Outsourcing projects requiring access to proprietary data

Key features:

• Unilateral obligations on the Receiving Party only
• Enhanced protections for the Disclosing Party
• Stronger return-of-materials provisions

Form C — One-Way NDA (Employee/Contractor)

Use when: Hiring an employee or engaging a contractor who will access trade secrets.

Common scenarios:
☐ New employee onboarding with access to proprietary information
☐ Independent contractor engagement for development or consulting
☐ Temporary or seasonal workers with access to business data
☐ Interns or fellows in positions involving sensitive information
☐ Remote workers accessing company systems and data

Key features:

• Includes invention assignment provisions
• Addresses Colorado non-compete restrictions (C.R.S. § 8-2-113)
• Contains prior inventions disclosure (Exhibit A)
• Employment at-will disclaimer
• Exit interview and return-of-materials protocol

PRACTICE NOTES

Colorado Uniform Trade Secrets Act (CUTSA) — C.R.S. § 7-74-101 et seq.

1. Definition of Trade Secret (C.R.S. § 7-74-102). Colorado defines "trade secret" broadly to include scientific or technical information, business or financial information, and listings that are secret and of value, provided the owner has taken measures to maintain secrecy. NDAs are a critical "measure" supporting trade secret status.

2. Injunctive Relief (C.R.S. § 7-74-103). Courts may issue injunctions to prevent actual or threatened misappropriation. Injunctions may be conditioned on posting a bond. An injunction may be continued for an additional reasonable period to eliminate any commercial advantage derived from misappropriation.

3. Damages (C.R.S. § 7-74-104). Damages may include both actual loss and unjust enrichment. In lieu of proven damages, a reasonable royalty is available. Willful and malicious misappropriation may result in exemplary damages up to twice the award.

4. Attorney Fees (C.R.S. § 7-74-105). Courts may award reasonable attorney fees to the prevailing party if a misappropriation claim is made in bad faith, a motion to terminate an injunction is made in bad faith, or willful and malicious misappropriation exists.

5. Statute of Limitations (C.R.S. § 7-74-107). Claims must be brought within three (3) years after the misappropriation is discovered or, by the exercise of reasonable diligence, should have been discovered. A continuing misappropriation constitutes a single claim.

Defend Trade Secrets Act (DTSA) — 18 U.S.C. § 1836 et seq.

1. Federal Cause of Action. The DTSA provides a private federal cause of action for trade secret misappropriation related to a product or service used in, or intended for use in, interstate or foreign commerce.

2. Ex Parte Seizure (18 U.S.C. § 1836(b)(2)). In extraordinary circumstances, a court may issue an order for the seizure of property necessary to prevent the propagation or dissemination of the trade secret. This remedy is not available under the Colorado CUTSA.

3. Whistleblower Immunity (18 U.S.C. § 1833(b)). Employers must include the DTSA whistleblower immunity notice in any contract or agreement with an employee, contractor, or consultant that governs the use of trade secrets or other confidential information. Failure to provide this notice limits the employer's ability to recover exemplary damages and attorney fees in a DTSA action.

4. Dual Filing. Colorado practitioners may bring claims under both the CUTSA and the DTSA simultaneously, as the DTSA does not preempt state trade secret law.

Colorado Non-Compete Restrictions — C.R.S. § 8-2-113

1. General Rule. Non-compete covenants are void in Colorado except where a statutory exception applies.

2. Highly Compensated Employee Exception. Non-competes are enforceable only for workers earning at or above the annually adjusted threshold ($127,091 in 2025).

3. Non-Solicitation Threshold. Customer non-solicitation covenants require the worker to earn at least 60% of the highly compensated threshold.

4. Penalties for Violations. An employer who attempts to enforce a non-compete in violation of C.R.S. § 8-2-113 may be subject to civil penalties.

5. Confidentiality Carve-Out. Confidentiality agreements protecting trade secrets are generally not treated as non-compete agreements and remain enforceable regardless of the worker's compensation level, provided they do not function as de facto non-competes.

SOURCES AND REFERENCES

• Colorado Uniform Trade Secrets Act: C.R.S. § 7-74-101 through § 7-74-110
• Colorado Non-Compete Statute: C.R.S. § 8-2-113
• Colorado Uniform Electronic Transactions Act: C.R.S. § 24-71.3-101 et seq.
• Defend Trade Secrets Act of 2016: 18 U.S.C. § 1831 through § 1839
• DTSA Whistleblower Immunity: 18 U.S.C. § 1833(b)
• Colorado Division of Labor and Employment — Highly Compensated Threshold Adjustments
• Colorado Senate Bill 25-083 (2025 Non-Compete Amendments)

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