STANDARD NDA TRIO PACK
Colorado Jurisdictional Version
Table of Contents
- Variant 1: Mutual Non-Disclosure Agreement
- Variant 2: Unilateral Non-Disclosure Agreement
- Variant 3: Employee NDA with Invention Assignment
VARIANT 1 – MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [EFFECTIVE_DATE] by and between:
Party A: [PARTY_A_NAME] ("Party A"); and
Party B: [PARTY_B_NAME] ("Party B").
1. Confidential Information
1.1 Trade Secrets. Protected under Colorado Uniform Trade Secrets Act (C.R.S. Section 7-74-101 et seq.).
2. Exclusions
Standard exclusions apply.
3. Obligations
Use solely for Purpose; protect with reasonable care.
4. Term and Survival
[TERM_YEARS] years; survival per trade secret duration under Colorado law.
5. Remedies
Injunctive relief available under Colorado Uniform Trade Secrets Act.
6. General Provisions
6.1 Governing Law. Colorado law.
6.2 Venue. Denver County, Colorado.
6.3 Jury Waiver. EACH PARTY WAIVES TRIAL BY JURY.
6.4 Electronic Signatures. Valid per Colorado Uniform Electronic Transactions Act (C.R.S. Section 24-71.3-101 et seq.).
| PARTY A | PARTY B |
|---|---|
| By: _______________ | By: _______________ |
VARIANT 2 – UNILATERAL NON-DISCLOSURE AGREEMENT
[Standard unilateral provisions with Colorado-specific trade secret references]
Governing Law: Colorado. Venue: Denver County, Colorado.
VARIANT 3 – EMPLOYEE NDA WITH INVENTION ASSIGNMENT
Colorado-Specific Provisions
Non-Compete Restrictions (C.R.S. Section 8-2-113)
Colorado significantly restricts non-compete agreements. As of 2022 amendments:
- Non-competes generally void EXCEPT for:
- Executive/management personnel and officers earning at least threshold compensation
- Staff protecting trade secrets (narrowly applied)
- Recovery of training expenses (capped at 2 years, pro-rated)
- Sale of business
- Non-solicitation of customers also restricted
- Must be disclosed in separate document before acceptance
Invention Assignment
Colorado does not have a specific invention assignment statute. However, this Agreement does not assign inventions developed entirely on Employee's own time without Company resources and unrelated to Company's business.
IMPORTANT COLORADO NOTICE: Pursuant to C.R.S. Section 8-2-113, this Agreement does not contain non-compete provisions unless Employee qualifies under a statutory exception. Any restrictive covenants must be provided to Employee before acceptance of employment.
COMPANY: __________________
EMPLOYEE: __________________
EXHIBIT A: PRIOR INVENTIONS
| Title/Description | Date Created | Patent No. |
|---|---|---|
APPENDIX: COLORADO-SPECIFIC CONSIDERATIONS
Colorado Uniform Trade Secrets Act (C.R.S. Section 7-74-101 et seq.):
- Statutory protection for trade secrets
- Injunctive relief and damages available
- Three-year statute of limitations
Colorado Non-Compete Law (C.R.S. Section 8-2-113):
- Highly restrictive; most non-competes void
- Limited exceptions for executives, trade secrets, training recovery, business sales
- Compensation threshold for enforceability
- Pre-employment disclosure required
- Civil penalties for violations
Colorado Uniform Electronic Transactions Act:
- Electronic signatures valid and enforceable
END OF DOCUMENT