STANDARD NDA TRIO PACK

Missouri Jurisdictional Version

Table of Contents

• Variant Selection Guide
• Variant 1: Mutual Non-Disclosure Agreement
• Variant 2: Unilateral Non-Disclosure Agreement
• Variant 3: Employee NDA with Invention Assignment
• Appendix: Comparison Chart

Variant Selection Guide

Use MUTUAL NDA when:
- Both parties will exchange confidential information
- Exploring potential business partnerships, joint ventures, or M&A
- Co-development or strategic alliance discussions

Use UNILATERAL NDA when:
- Only one party discloses confidential information
- Vendor/supplier evaluations
- Investor pitch situations

Use EMPLOYEE NDA when:
- Hiring employees who will access confidential information
- Need to secure IP rights in employee work product
- Combining confidentiality with invention assignment

VARIANT 1 - MUTUAL NON-DISCLOSURE AGREEMENT

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

Party A: [PARTY_A_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [PARTY_A_ADDRESS] ("Party A"); and

Party B: [PARTY_B_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [PARTY_B_ADDRESS] ("Party B").

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

Recitals

A. The Parties wish to explore a potential business relationship concerning [DESCRIBE_PURPOSE] (the "Purpose").

B. In connection with the Purpose, each Party may disclose Confidential Information to the other Party.

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

1. Definition of Confidential Information

1.1 "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, or electronically, including:

(a) Business information: customer lists, pricing strategies, marketing plans, financial information;
(b) Technical information: software, algorithms, designs, specifications, inventions;
(c) Any information marked "Confidential" or that would reasonably be understood to be confidential.

1.2 Trade Secrets. To the extent any Confidential Information constitutes a "trade secret" under the Missouri Uniform Trade Secrets Act (Mo. Rev. Stat. sections 417.450-417.467), such information shall be entitled to all protections available under that Act.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach by the Receiving Party;
(b) Was rightfully known to the Receiving Party prior to disclosure;
(c) Is rightfully received from a third party without restriction;
(d) Is independently developed without use of Confidential Information; or
(e) Is required to be disclosed by law, provided prompt notice is given.

3. Obligations of the Receiving Party

3.1 Use Restriction. The Receiving Party shall use Confidential Information solely for the Purpose.

3.2 Non-Disclosure. The Receiving Party shall:
(a) Hold Confidential Information in strict confidence;
(b) Not disclose to third parties except as permitted under Section 4;
(c) Protect using reasonable care, no less than used for its own confidential information.

3.3 No Reverse Engineering. The Receiving Party shall not reverse engineer any Confidential Information.

4. Permitted Disclosures

4.1 The Receiving Party may disclose Confidential Information to Representatives who:
(a) Have a need to know for the Purpose;
(b) Are informed of confidential nature; and
(c) Are bound by confidentiality obligations at least as protective.

4.2 The Receiving Party is responsible for any breach by its Representatives.

5. Term and Termination

5.1 Term. This Agreement continues for [TERM_YEARS] years unless earlier terminated upon [TERMINATION_NOTICE_DAYS] days' written notice.

5.2 Survival. Confidentiality obligations survive for [SURVIVAL_YEARS] years after termination, or as long as information remains a trade secret under Missouri law, whichever is longer.

5.3 Return or Destruction. Within [RETURN_DAYS] days after termination, return or destroy all Confidential Information.

6. No Rights Granted

6.1 All Confidential Information remains property of the Disclosing Party.

6.2 No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS."

7. Remedies

7.1 Injunctive Relief. The Disclosing Party shall be entitled to seek equitable relief, including injunction under the Missouri Uniform Trade Secrets Act (Mo. Rev. Stat. section 417.455), in addition to all other remedies.

7.2 Attorneys' Fees. The prevailing party shall be entitled to recover reasonable attorneys' fees.

8. General Provisions

8.1 Governing Law. This Agreement shall be governed by the laws of the State of Missouri, without regard to conflict of laws principles.

8.2 Jurisdiction and Venue. Exclusive jurisdiction in state and federal courts located in [St. Louis City/St. Louis County / Jackson County (Kansas City)], Missouri.

8.3 Jury Waiver. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY MISSOURI LAW, ITS RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

8.4 Electronic Signatures. Valid pursuant to the Missouri Uniform Electronic Transactions Act (Mo. Rev. Stat. sections 432.200-432.295).

8.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties.

8.6 Amendment. May only be amended in writing signed by both Parties.

8.7 Severability. Invalid provisions shall be reformed to the minimum extent necessary.

8.8 Notices. All notices shall be in writing and delivered by personal delivery, certified mail, overnight courier, or email with confirmation.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

VARIANT 2 - UNILATERAL NON-DISCLOSURE AGREEMENT

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

Disclosing Party: [DISCLOSING_PARTY_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [DISCLOSING_PARTY_ADDRESS] ("Disclosing Party"); and

Receiving Party: [RECEIVING_PARTY_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [RECEIVING_PARTY_ADDRESS] ("Receiving Party").

Recitals

A. Disclosing Party possesses certain confidential information relating to [DESCRIBE_SUBJECT_MATTER].

B. Receiving Party desires to receive such information for [DESCRIBE_PURPOSE] (the "Purpose").

1. Definition of Confidential Information

1.1 "Confidential Information" means all information disclosed by Disclosing Party, including technical data, trade secrets, business information, and any information marked confidential.

1.2 Trade Secrets. Protected under the Missouri Uniform Trade Secrets Act (Mo. Rev. Stat. sections 417.450-417.467).

2. Exclusions from Confidential Information

Same exclusions as Variant 1.

3. Obligations of Receiving Party

3.1 Non-Disclosure. Hold all Confidential Information in strict confidence.

3.2 Use Restriction. Use solely for the Purpose.

3.3 No Reverse Engineering. Shall not reverse engineer Confidential Information.

3.4 Security Measures. Implement reasonable safeguards to protect Confidential Information.

4. Permitted Disclosures

Disclosure to Representatives on a need-to-know basis with appropriate confidentiality obligations.

5. Return or Destruction

Within [RETURN_DAYS] days after completion of Purpose or upon request, return or destroy all Confidential Information and certify destruction.

6. No Rights Granted; No Warranty

All Confidential Information remains property of Disclosing Party. PROVIDED "AS IS" WITHOUT WARRANTY.

7. Term and Termination

7.1 Term. [TERM_YEARS] years unless earlier terminated.

7.2 Survival. [SURVIVAL_YEARS] years or as long as information remains a trade secret under Missouri law.

8. Remedies

8.1 Injunctive Relief. Available under Missouri Uniform Trade Secrets Act (Mo. Rev. Stat. section 417.455).

8.2 Attorneys' Fees. Prevailing party entitled to reasonable fees.

9. General Provisions

9.1 Governing Law. Missouri law.

9.2 Jurisdiction and Venue. State and federal courts in [St. Louis City/St. Louis County / Jackson County], Missouri.

9.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY MISSOURI LAW, EACH PARTY WAIVES JURY TRIAL RIGHTS.

9.4 Electronic Signatures. Valid per Missouri UETA (Mo. Rev. Stat. sections 432.200-432.295).

IN WITNESS WHEREOF, the parties have executed this Agreement.

DISCLOSING PARTY:
[DISCLOSING_PARTY_NAME]
By: __________________________
Name: [NAME]
Title: [TITLE]
Date: __________________

RECEIVING PARTY:
[RECEIVING_PARTY_NAME]
By: __________________________
Name: [NAME]
Title: [TITLE]
Date: __________________

VARIANT 3 - EMPLOYEE NDA WITH INVENTION ASSIGNMENT

This Employee Non-Disclosure and Invention Assignment Agreement (the "Agreement") is entered into as of [EFFECTIVE_DATE] (the "Effective Date") by and between:

Company: [COMPANY_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [COMPANY_ADDRESS] ("Company"); and

Employee: [EMPLOYEE_NAME], an individual residing at [EMPLOYEE_ADDRESS] ("Employee").

Recitals

A. Company possesses valuable confidential and proprietary information and trade secrets.

B. Employee is being employed in the capacity of [JOB_TITLE].

C. As a condition of employment, the parties agree as follows:

1. Confidential Information

1.1 Definition. "Confidential Information" means all information of a confidential nature relating to Company's business, including technical information, business information, and personnel information.

1.2 Trade Secrets. Protected under the Missouri Uniform Trade Secrets Act (Mo. Rev. Stat. sections 417.450-417.467).

2. Confidentiality Obligations

2.1 Non-Disclosure. Employee shall hold all Confidential Information in strict confidence.

2.2 Use Restriction. Use only for performing Employee's duties.

2.3 Duration. Obligations continue during employment and for [SURVIVAL_YEARS] years after termination, or as long as information remains a trade secret under Missouri law.

3. Inventions and Intellectual Property

3.1 Definition. "Inventions" means all discoveries, developments, designs, and intellectual property conceived during employment.

3.2 Assignment. Employee hereby assigns to Company all right, title, and interest in Inventions that:
(a) Relate to Company's business or R&D;
(b) Result from work performed for Company; or
(c) Are developed using Company resources.

3.3 Works Made for Hire. Work product created for Company shall be deemed works made for hire.

3.4 Prior Inventions. Listed in Exhibit A.

4. Further Assurances

Employee agrees to cooperate with Company in the prosecution and enforcement of intellectual property rights.

5. Non-Compete and Non-Solicitation

5.1 Non-Compete. During employment and for [NON_COMPETE_MONTHS] months thereafter, Employee shall not compete with Company within [GEOGRAPHIC_AREA]. Missouri courts enforce non-competes if reasonable in scope and protecting legitimate business interests.

5.2 Non-Solicitation of Employees. During employment and for [NON_SOLICIT_MONTHS] months thereafter, Employee shall not solicit Company employees.

5.3 Non-Solicitation of Customers. During employment and for [NON_SOLICIT_MONTHS] months thereafter, Employee shall not solicit Company customers with whom Employee had material contact.

6. Return of Company Property

Upon termination, Employee shall return all Company property and Confidential Information.

7. No Employment Contract

This Agreement does not guarantee employment for any specific period. Employment is "at will."

8. Remedies

8.1 Injunctive Relief. Company shall be entitled to seek equitable relief under the Missouri Uniform Trade Secrets Act (Mo. Rev. Stat. section 417.455).

8.2 Attorneys' Fees. Prevailing party entitled to reasonable fees.

9. General Provisions

9.1 Governing Law. Missouri law.

9.2 Jurisdiction. State and federal courts in [St. Louis City/St. Louis County / Jackson County], Missouri.

9.3 Severability. If any provision is held invalid, it shall be reformed to the minimum extent necessary.

9.4 Electronic Signatures. Valid per Missouri UETA (Mo. Rev. Stat. sections 432.200-432.295).

IN WITNESS WHEREOF, the parties have executed this Agreement.

COMPANY:
[COMPANY_NAME]
By: __________________________
Name: [NAME]
Title: [TITLE]
Date: __________________

EMPLOYEE:
__________________________
[EMPLOYEE_NAME]
Date: __________________

EXHIBIT A: PRIOR INVENTIONS

Employee Signature: ______________________
Date: __________________

APPENDIX: COMPARISON CHART

Missouri-Specific Considerations

Missouri Uniform Trade Secrets Act (Mo. Rev. Stat. sections 417.450-417.467):

• Provides statutory protection for trade secrets
• Allows injunctive relief and damages
• Five-year statute of limitations

Non-Compete Enforceability in Missouri:

• Missouri courts enforce non-competes if reasonable
• Must be supported by adequate consideration
• Must be reasonable in time (typically 1-2 years)
• Must be reasonable in geographic scope
• Must protect legitimate business interests

Missouri Uniform Electronic Transactions Act:

• Electronic signatures valid and enforceable
• Mo. Rev. Stat. sections 432.200-432.295

END OF DOCUMENT