Standard NDA Trio Pack (Mutual, Unilateral, Employee)

STANDARD NDA TRIO PACK — DELAWARE

THREE COMPLETE NON-DISCLOSURE AGREEMENTS

This Trio Pack contains three standalone, comprehensive Non-Disclosure Agreements tailored to Delaware law:

• Form 1: Mutual Non-Disclosure Agreement (Business-to-Business)
• Form 2: Unilateral Non-Disclosure Agreement (One-Way Disclosure)
• Form 3: Employee/Contractor Non-Disclosure and Invention Assignment Agreement

DELAWARE NOTICE: Delaware is recognized as one of the most business-friendly jurisdictions in the United States. The Delaware Court of Chancery is a specialized equity court available for injunctive relief in trade secret and restrictive covenant disputes. Delaware generally enforces reasonable non-compete agreements and has a statutory invention assignment carve-out under 19 Del. C. Section 805.

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FORM 1 — MUTUAL NON-DISCLOSURE AGREEMENT (BUSINESS-TO-BUSINESS)

DELAWARE

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date"),

by and between:

First Party:
Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]
State of Organization: [________________________________]
("Party A")

and

Second Party:
Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]
State of Organization: [________________________________]
("Party B")

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

RECITALS

WHEREAS, each Party possesses certain proprietary and confidential information; and

WHEREAS, the Parties desire to explore a potential business relationship concerning [________________________________] (the "Purpose"); and

WHEREAS, each Party may disclose Confidential Information to the other; and

WHEREAS, the Parties desire to establish terms governing the disclosure and protection of such information;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 "Affiliate" means any entity controlling, controlled by, or under common control with a Party (50%+ voting interest).

1.2 "Authorized Purpose" means the Purpose and any additional purpose agreed in writing.

1.3 "Confidential Information" means all non-public information, in any form, disclosed by the Disclosing Party, including:

(a) Trade secrets as defined under the Delaware Uniform Trade Secrets Act (6 Del. C. Section 2001) and the Defend Trade Secrets Act (18 U.S.C. Section 1836), including information that derives independent economic value from not being generally known and is the subject of reasonable efforts to maintain secrecy;

(b) Business information, including plans, strategies, forecasts, customer lists, vendor lists, pricing, cost structures, and supplier relationships;

(c) Technical information, including inventions, designs, specifications, algorithms, source code, software, databases, formulas, processes, methods, techniques, and know-how;

(d) Financial information, including financial statements, budgets, revenue data, and valuation;

(e) Personnel information, including employee lists, compensation, and organizational data;

(f) Legal information, including pending litigation, regulatory matters, and IP portfolios;

(g) Proprietary materials, including samples, prototypes, and equipment; and

(h) The existence and terms of this Agreement and the Purpose.

1.4 "Disclosing Party" / "Receiving Party" mean the disclosing and receiving Parties.

1.5 "Representatives" means directors, officers, employees, agents, advisors, and persons with a need to know.

1.6 "Trade Secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, as defined in 6 Del. C. Section 2001(4).

1.7 "Misappropriation" means acquisition by improper means, or disclosure or use without consent by a person who acquired the trade secret by improper means or knew of the improper acquisition, as defined in 6 Del. C. Section 2001(2).

1.8 "Material" means all embodiments of Confidential Information.

1.9 "Compelled Disclosure" means disclosure required by law, regulation, court order, or governmental authority.

ARTICLE 2 — SCOPE AND EXCLUSIONS

2.1 Includes information disclosed before, on, or after the Effective Date, whether or not marked.

2.2 Excludes information that: (a) was previously known; (b) is or becomes public without fault; (c) is received from an unrestricted third party; (d) is independently developed; or (e) is approved for release.

2.3 Specific combinations are not excluded because individual elements are public.

ARTICLE 3 — OBLIGATIONS

3.1 Non-Disclosure. Only to bound Representatives with a need to know.

3.2 Non-Use. Solely for the Authorized Purpose.

3.3 Standard of Care. Same care as own information, no less than reasonable.

3.4 Responsibility. Receiving Party responsible for Representatives.

3.5 Security. Commercially reasonable safeguards.

3.6 No Copies. Only as reasonably necessary.

ARTICLE 4 — PERMITTED DISCLOSURES

4.1 Compelled Disclosure. Notice, cooperation, minimum disclosure, confidential treatment.

4.2 Government Reporting. Whistleblower disclosures permitted.

ARTICLE 5 — NO LICENSE OR WARRANTY

No license granted. ALL INFORMATION "AS IS." No obligation to proceed.

ARTICLE 6 — TERM, TERMINATION, AND SURVIVAL

6.1 Term. [________________________________] (☐ one year / ☐ two years / ☐ three years / ☐ other: [________________________________]).

6.2 Termination. [____] days' notice.

6.3 Survival. Confidentiality [________________________________] (☐ two years / ☐ three years / ☐ five years). Trade Secrets survive as long as qualified.

ARTICLE 7 — RETURN AND DESTRUCTION

7.1 Return or destroy within [____] days and certify (☐ 15 / ☐ 30).

7.2 Retained copies subject to continuing obligations.

ARTICLE 8 — REMEDIES

8.1 Injunctive Relief. Available under 6 Del. C. Section 2002 without bond. The Delaware Court of Chancery is available for equitable relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions. The Court of Chancery is a specialized equity court with particular expertise in business disputes.

8.2 Exceptional Circumstances Royalty. In exceptional circumstances, the court may condition future use upon payment of a reasonable royalty under 6 Del. C. Section 2002.

8.3 Damages. Actual loss, unjust enrichment, and reasonable royalty under 6 Del. C. Section 2003. If willful and malicious misappropriation, exemplary damages up to twice the award under 6 Del. C. Section 2003(b).

8.4 Attorneys' Fees. For bad faith claims, bad faith motions, or willful and malicious misappropriation under 6 Del. C. Section 2004.

8.5 Statute of Limitations. Three (3) years from discovery under 6 Del. C. Section 2006. Continuing misappropriation constitutes a single claim.

8.6 Cumulative. All remedies cumulative.

ARTICLE 9 — NON-SOLICITATION

9.1 During the Term and for [________________________________] (☐ twelve months / ☐ twenty-four months) following termination, neither Party shall solicit employees of the other where facilitated by Confidential Information.

9.2 Exception. General advertisements permitted.

ARTICLE 10 — GOVERNING LAW AND VENUE

10.1 Governing Law. Laws of the State of Delaware, without conflict of laws principles.

10.2 Venue. The Court of Chancery of the State of Delaware (for equitable relief), the Superior Court of the State of Delaware in New Castle County (for legal relief), or the U.S. District Court for the District of Delaware. Each Party irrevocably consents to personal jurisdiction and venue.

ARTICLE 11 — DELAWARE TRADE SECRET PROVISIONS

11.1 Confidential Information may include trade secrets under 6 Del. C. Section 2001 et seq.

11.2 Preservation of Secrecy. In any proceeding, the court shall preserve secrecy by reasonable means under 6 Del. C. Section 2005.

11.3 Subject to the DTSA (18 U.S.C. Section 1836 et seq.).

11.4 Court of Chancery. The Parties acknowledge that the Delaware Court of Chancery is a specialized equity court that is available for injunctive relief in trade secret disputes. The Court of Chancery has expertise in business and commercial disputes and is a preferred forum for equitable relief in Delaware.

ARTICLE 12 — FEDERAL WHISTLEBLOWER IMMUNITY NOTICE

Pursuant to 18 U.S.C. Section 1833(b): An individual shall not be held liable for disclosure of a trade secret made (i) in confidence to a government official or attorney to report a suspected violation of law; or (ii) in a complaint or document filed under seal.

ARTICLE 13 — GENERAL PROVISIONS

13.1 Entire Agreement. Supersedes prior agreements.

13.2 Amendments. In writing signed by both Parties.

13.3 Waiver. Only in writing.

13.4 Severability. Invalid provisions severed.

13.5 Assignment. No assignment without consent, except merger/acquisition/sale.

13.6 Notices. Written, by personal delivery, certified mail, or courier.

13.7 Counterparts. In counterparts.

13.8 Electronic Signatures. Valid under 6 Del. C. Section 12A-101 et seq. (Delaware UETA) and federal E-SIGN Act.

13.9 Jury Waiver. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY. Delaware courts enforce knowing and voluntary jury waivers. Note: The Court of Chancery does not conduct jury trials.

13.10 Relationship. No partnership, joint venture, agency, or employment.

SIGNATURES — FORM 1 (MUTUAL NDA)

PARTY A:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

PARTY B:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

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FORM 2 — UNILATERAL NON-DISCLOSURE AGREEMENT (ONE-WAY DISCLOSURE)

DELAWARE

This Unilateral Non-Disclosure Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date"),

by and between:

Disclosing Party:
Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]
("Discloser")

and

Receiving Party:
Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]
("Recipient")

RECITALS

WHEREAS, Discloser possesses proprietary information; and the Parties desire to explore [________________________________] (the "Purpose"); and Discloser may disclose Confidential Information;

NOW, THEREFORE, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS AND SCOPE

1.1 "Confidential Information" means all non-public information disclosed by Discloser, including trade secrets under 6 Del. C. Section 2001 and 18 U.S.C. Section 1836, business data, technical data, financial data, personnel data, customer data, and proprietary materials.

1.2 "Representatives" means Recipient's directors, officers, employees, agents, advisors, and persons with a need to know.

1.3 Exclusions. Previously known; publicly available; unrestricted third party; independently developed; or approved for release.

ARTICLE 2 — OBLIGATIONS

2.1 Non-Disclosure. Only to bound Representatives.

2.2 Non-Use. Solely for the Purpose.

2.3 Standard of Care. No less than reasonable.

2.4 No Reverse Engineering. Recipient shall not reverse engineer, disassemble, decompile, or derive structure or ideas from Confidential Information, products, prototypes, or software.

2.5 No Competitive Use. No use to compete with Discloser.

2.6 Responsibility. Recipient responsible for Representatives.

2.7 Security. Commercially reasonable safeguards.

ARTICLE 3 — PERMITTED DISCLOSURES

3.1 Compelled Disclosure. Notice, cooperation, minimum disclosure, confidential treatment.

3.2 Government Reporting. Whistleblower disclosures permitted.

ARTICLE 4 — NON-COMPETE PROVISIONS

4.1 Non-Competition. During the Term and for [________________________________] following termination, Recipient agrees not to engage in any business competitive with Discloser's business within: [________________________________].

4.2 DELAWARE NON-COMPETE ENFORCEABILITY — NOTICE.

(a) Generally Enforceable. Delaware generally enforces reasonable non-compete agreements. Delaware courts assess enforceability by examining: (i) reasonableness of geographic scope; (ii) reasonableness of duration; (iii) existence of a legitimate economic interest to protect; and (iv) balancing the equities between the parties.

(b) Heightened Scrutiny (2024). The Delaware Court of Chancery has subjected non-compete provisions to increased scrutiny, declining to enforce provisions that are overly broad or limitless in scope, or that extend beyond the direct employer to affiliates or parent companies without adequate justification.

(c) Forfeiture-for-Competition. The Delaware Supreme Court (2024, Cantor Fitzgerald v. Ainslie) upheld "forfeiture-for-competition" provisions (where an employee forfeits deferred compensation if they compete) as distinct from traditional non-competes because they do not prohibit competition.

(d) Court of Chancery. The Court of Chancery is available for injunctive relief in non-compete disputes and has particular expertise in business-related equity matters.

(e) Consideration. For new employees, employment itself is generally adequate consideration. For existing employees, continued employment may be sufficient depending on circumstances.

(f) Blue Pencil. Delaware courts may decline to enforce overbroad provisions but do not consistently reform or blue-pencil them to make them reasonable.

☐ Section 4.1 applies.
☐ Section 4.1 is excluded.

ARTICLE 5 — TERM, SURVIVAL, AND RETURN

5.1 Term. [________________________________] (☐ one year / ☐ two years / ☐ three years).

5.2 Termination. [____] days' notice.

5.3 Survival. Confidentiality [________________________________] (☐ two years / ☐ three years / ☐ five years). Trade Secrets as long as qualified.

5.4 Return/Destruction. Within [____] days and certify.

ARTICLE 6 — REMEDIES

6.1 Injunctive Relief. Under 6 Del. C. Section 2002. The Court of Chancery is available for equitable relief.

6.2 Damages. Actual loss, unjust enrichment, reasonable royalty, and up to 2x exemplary for willful/malicious under 6 Del. C. Section 2003.

6.3 Attorneys' Fees. Under 6 Del. C. Section 2004.

6.4 Statute of Limitations. Three years (6 Del. C. Section 2006).

6.5 Cumulative. All remedies cumulative.

ARTICLE 7 — FEDERAL WHISTLEBLOWER IMMUNITY NOTICE

Pursuant to 18 U.S.C. Section 1833(b): Immunity for disclosures made (i) in confidence to a government official or attorney for reporting; or (ii) under seal in a lawsuit.

ARTICLE 8 — GENERAL PROVISIONS

8.1 Governing Law. Delaware law.

8.2 Venue. Court of Chancery (equity), Superior Court in New Castle County (law), or U.S. District Court for the District of Delaware.

8.3 Electronic Signatures. Valid under 6 Del. C. Section 12A-101 et seq. and federal E-SIGN Act.

8.4 Jury Waiver. EACH PARTY IRREVOCABLY WAIVES TRIAL BY JURY.

8.5 Entire agreement; amendments in writing; severability; no assignment without consent; counterparts. No license. ALL INFORMATION "AS IS."

SIGNATURES — FORM 2 (UNILATERAL NDA)

DISCLOSER:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

RECIPIENT:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

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FORM 3 — EMPLOYEE/CONTRACTOR NON-DISCLOSURE AND INVENTION ASSIGNMENT AGREEMENT

DELAWARE

This Employee/Contractor Non-Disclosure and Invention Assignment Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date"),

by and between:

Company:
Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]
("Company")

and

Employee/Contractor:
Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]
("Employee")

☐ Employee is an employee of Company.
☐ Employee is an independent contractor of Company.

RECITALS

WHEREAS, Company is engaged in [________________________________]; and

WHEREAS, Employee is or will be employed or engaged as [________________________________]; and

WHEREAS, Employee may have access to Confidential Information and Trade Secrets; and

WHEREAS, Company desires to protect its proprietary interests;

NOW, THEREFORE, in consideration of employment, compensation, and other good and valuable consideration, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 "Confidential Information" means all non-public information relating to Company's business, including:

(a) Trade secrets under the Delaware Uniform Trade Secrets Act (6 Del. C. Section 2001) and the DTSA;

(b) Business plans, customer lists, vendor lists, pricing, marketing, and supplier relationships;

(c) Technical information, including inventions, designs, algorithms, source code, software, formulas, processes, methods, and know-how;

(d) Financial, personnel, and customer information;

(e) Proprietary materials; and

(f) Any information designated as confidential or that a reasonable person would understand to be confidential.

1.2 "Invention" means any invention, discovery, improvement, idea, design, work of authorship, formula, process, technique, software, code, or other IP.

1.3 "Company Invention" means any Invention conceived during employment that relates to Company's business, actual or demonstrably anticipated R&D, or results from work for Company, or is created using Company equipment, supplies, facilities, or trade secret information.

1.4 "Prior Inventions" means Inventions conceived before employment.

1.5 "Work Product" means works created in the course and scope of employment.

ARTICLE 2 — CONFIDENTIALITY OBLIGATIONS

2.1 Non-Disclosure. Employee shall not disclose except as authorized or necessary for duties.

2.2 Non-Use. Solely for Company duties.

2.3 Standard of Care. Highest degree of care.

2.4 No Removal. No removal except as necessary and authorized.

2.5 Third-Party Obligations. Treat per applicable obligations.

2.6 Duration. (a) Trade Secrets: as long as they remain Trade Secrets; (b) Other: [________________________________] (☐ two years / ☐ three years / ☐ five years) after employment ends.

ARTICLE 3 — INVENTION ASSIGNMENT

3.1 Assignment. Employee irrevocably assigns to Company all right, title, and interest in Company Inventions, including all patent, copyright, trade secret, and other IP rights.

3.2 Work Made for Hire. Work Product is "work made for hire" under 17 U.S.C. Section 101. If not, Employee assigns all rights.

3.3 Disclosure. Employee shall promptly disclose all Inventions.

3.4 Assistance. Employee shall cooperate and execute documents. Employee appoints Company as attorney-in-fact.

3.5 Prior Inventions. Listed on Exhibit A.

ARTICLE 4 — DELAWARE INVENTION ASSIGNMENT STATUTORY NOTICE (19 Del. C. Section 805)

4.1 STATUTORY NOTICE. PURSUANT TO 19 DEL. C. SECTION 805, THIS AGREEMENT DOES NOT APPLY TO AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY ON THE EMPLOYEE'S OWN TIME WITHOUT USING THE EMPLOYER'S EQUIPMENT, SUPPLIES, FACILITY, OR TRADE SECRET INFORMATION, EXCEPT FOR THOSE INVENTIONS THAT:

(a) RELATE TO THE EMPLOYER'S BUSINESS OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT; OR

(b) RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER.

4.2 Any provision that purports to apply to such an invention is, to that extent, against the public policy of Delaware and is unenforceable (19 Del. C. Section 805(b)).

4.3 Company shall not require any unenforceable provision as a condition of employment or continued employment (19 Del. C. Section 805(c)).

4.4 Employee is encouraged to document excluded Inventions on Exhibit A.

ARTICLE 5 — NON-COMPETITION

5.1 Non-Competition Covenant. During employment and for [________________________________] (☐ twelve months / ☐ eighteen months / ☐ twenty-four months) following termination, Employee agrees not to directly or indirectly engage in or provide services to any business competitive with Company within: [________________________________].

5.2 DELAWARE NON-COMPETE ENFORCEABILITY — COMPREHENSIVE NOTICE.

(a) Reasonableness Test. Delaware courts evaluate non-compete enforceability by analyzing: (i) geographic scope; (ii) duration; (iii) the existence of a legitimate economic interest to protect; and (iv) a balancing of the equities.

(b) Legitimate Business Interests. May include protection of trade secrets, confidential information, customer relationships, goodwill, and specialized training.

(c) Duration. Courts generally find 1-2 years reasonable, depending on circumstances.

(d) Geographic Scope. Must be reasonable and related to the employer's business operations and the employee's work.

(e) Scope of Activity. Must be narrowly tailored.

(f) Consideration. Employment for new hires; continued employment may be sufficient for existing employees depending on circumstances.

(g) Court of Chancery. The Delaware Court of Chancery is available for injunctive relief in non-compete disputes. The Court of Chancery has specialized expertise in business equity matters and is a preferred forum for enforcement of restrictive covenants in Delaware.

(h) Heightened Scrutiny (2024). The Court of Chancery has applied increased scrutiny to non-compete provisions, declining to enforce provisions that are overly broad or that extend to affiliates or parent companies without adequate justification.

(i) Blue Pencil. Delaware courts may decline to enforce overbroad provisions. The availability of blue-pencil reformation is limited and inconsistent.

☐ Section 5.1 applies and meets Delaware reasonableness standards.
☐ The Parties elect to exclude the non-competition covenant.

ARTICLE 6 — NON-SOLICITATION

6.1 Non-Solicitation of Employees. During employment and for [________________________________] (☐ twelve months / ☐ eighteen months / ☐ twenty-four months) following termination, Employee shall not solicit, recruit, hire, or induce any employee or contractor of Company to leave.

6.2 Non-Solicitation of Customers. During employment and for [________________________________] following termination, Employee shall not solicit any customer or client with whom Employee had material contact during the last [________________________________] (☐ twelve months / ☐ twenty-four months) of employment for competing products or services.

6.3 Delaware Enforceability. Delaware courts generally enforce reasonable non-solicitation agreements that protect legitimate business interests. The same reasonableness analysis applies as to non-competes.

6.4 Exception. General advertisements permitted.

ARTICLE 7 — RETURN OF PROPERTY

7.1 Return. Upon termination or request, Employee shall immediately return all Company property, documents, devices, equipment, and materials.

7.2 Deletion. Permanently delete from personal devices and certify.

7.3 Exit Interview. Employee agrees to participate.

ARTICLE 8 — POST-EMPLOYMENT OBLIGATIONS

8.1 Articles 2, 3, 5, and 6 survive subject to specified periods.

8.2 Employee shall notify future employers.

8.3 Employee shall cooperate in proceedings.

ARTICLE 9 — AT-WILL EMPLOYMENT

9.1 EMPLOYMENT IS AT-WILL. THIS IS NOT AN EMPLOYMENT CONTRACT.

9.2 Independent contractors governed by engagement agreements.

ARTICLE 10 — FEDERAL WHISTLEBLOWER IMMUNITY NOTICE

10.1 Pursuant to 18 U.S.C. Section 1833(b):

(a) Immunity for disclosures made (i) in confidence to a government official or attorney for reporting; or (ii) under seal in a lawsuit.

(b) Individuals filing retaliation lawsuits may use trade secret information in court if documents are filed under seal.

ARTICLE 11 — REMEDIES

11.1 Injunctive Relief. Under 6 Del. C. Section 2002. The Court of Chancery is available for equitable relief.

11.2 Damages. Actual loss, unjust enrichment, reasonable royalty, and up to 2x exemplary for willful/malicious under 6 Del. C. Section 2003.

11.3 Attorneys' Fees. Under 6 Del. C. Section 2004.

11.4 Tolling. Restricted periods tolled during violation.

ARTICLE 12 — GENERAL PROVISIONS

12.1 Governing Law. Delaware law, without conflict of laws principles.

12.2 Venue. Court of Chancery (equitable relief), Superior Court in New Castle County (legal claims), or U.S. District Court for the District of Delaware.

12.3 Electronic Signatures. Valid under 6 Del. C. Section 12A-101 et seq. and federal E-SIGN Act.

12.4 Jury Waiver. EACH PARTY IRREVOCABLY WAIVES TRIAL BY JURY. Note: The Court of Chancery does not conduct jury trials.

12.5 Entire Agreement. This Agreement and exhibits.

12.6 Amendments. In writing signed by both Parties.

12.7 Severability. Invalid provisions severed. Delaware courts may decline to reform overbroad restrictive covenants.

12.8 Assignment. Company may assign. Employee may not without consent.

12.9 Counterparts. In counterparts.

12.10 Headings. For convenience.

SIGNATURES — FORM 3 (EMPLOYEE/CONTRACTOR NDA)

COMPANY:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EMPLOYEE/CONTRACTOR:

Signature: [________________________________]
Printed Name: [________________________________]
Date: [__/__/____]

EXHIBIT A — PRIOR INVENTIONS

Employee has identified the following Prior Inventions to be excluded from this Agreement:

☐ No Prior Inventions to disclose.
☐ Additional Prior Inventions on separate attachment.

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

SOURCES AND REFERENCES

• Delaware Uniform Trade Secrets Act — 6 Del. C. Section 2001 et seq.
• Delaware Employee Invention Assignment Statute — 19 Del. C. Section 805
• Delaware Uniform Electronic Transactions Act — 6 Del. C. Section 12A-101 et seq.
• Defend Trade Secrets Act — 18 U.S.C. Section 1836 et seq.
• Federal Whistleblower Immunity — 18 U.S.C. Section 1833(b)
• Federal E-SIGN Act — 15 U.S.C. Section 7001 et seq.
• Cantor Fitzgerald v. Ainslie (Del. Supreme Court, 2024) — Forfeiture-for-Competition

END OF DELAWARE STANDARD NDA TRIO PACK