STANDARD NDA TRIO PACK

Mississippi 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

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

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

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], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] ("Party A"); and

Party B: [PARTY_B_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] ("Party B").

Recitals

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

1. Definition of Confidential Information

1.1 "Confidential Information" means any information disclosed by one Party to the other, including business information, technical data, and trade secrets.

1.2 Trade Secrets. Protected under the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. sections 75-26-1 to 75-26-19).

2. Exclusions

Information that: (a) is publicly available; (b) was rightfully known prior to disclosure; (c) is received from a third party; (d) is independently developed; or (e) is required by law.

3. Obligations

3.1 Use Confidential Information solely for the Purpose.
3.2 Hold in strict confidence and protect using reasonable care.
3.3 No reverse engineering.

4. Permitted Disclosures

To Representatives with need to know and confidentiality obligations.

5. Term and Termination

5.1 Term. [TERM_YEARS] years.
5.2 Survival. [SURVIVAL_YEARS] years or as long as information remains a trade secret under Mississippi law.
5.3 Return. Within [RETURN_DAYS] days after termination.

6. No Rights Granted

All Confidential Information remains property of Disclosing Party. PROVIDED "AS IS."

7. Remedies

7.1 Injunctive Relief. Available under Mississippi Uniform Trade Secrets Act (Miss. Code Ann. section 75-26-5).
7.2 Attorneys' Fees. Prevailing party entitled to reasonable fees.

8. General Provisions

8.1 Governing Law. Mississippi law.
8.2 Venue. State and federal courts in Hinds County (Jackson), Mississippi.
8.3 Jury Waiver. EACH PARTY WAIVES JURY TRIAL RIGHTS TO THE FULLEST EXTENT PERMITTED BY MISSISSIPPI LAW.
8.4 Electronic Signatures. Valid per Mississippi UETA (Miss. Code Ann. sections 75-12-1 to 75-12-31).

IN WITNESS WHEREOF, the Parties have executed this Agreement.

VARIANT 2 - UNILATERAL NON-DISCLOSURE AGREEMENT

This Unilateral Non-Disclosure Agreement is entered into as of [EFFECTIVE_DATE] by and between:

Disclosing Party: [DISCLOSING_PARTY_NAME] ("Disclosing Party"); and
Receiving Party: [RECEIVING_PARTY_NAME] ("Receiving Party").

1. Confidential Information

All information disclosed by Disclosing Party. Trade secrets protected under Mississippi Uniform Trade Secrets Act (Miss. Code Ann. sections 75-26-1 to 75-26-19).

2. Exclusions

Same as Variant 1.

3. Obligations

Hold in strict confidence; use solely for Purpose; no reverse engineering.

4. Return or Destruction

Within [RETURN_DAYS] days after completion or request.

5. Remedies

Injunctive relief available under Miss. Code Ann. section 75-26-5.

6. General Provisions

6.1 Governing Law. Mississippi law.
6.2 Venue. Hinds County (Jackson), Mississippi.
6.3 Jury Waiver. WAIVED TO FULLEST EXTENT PERMITTED.
6.4 Electronic Signatures. Valid per Mississippi UETA.

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 is entered into by:

Company: [COMPANY_NAME] ("Company"); and
Employee: [EMPLOYEE_NAME] ("Employee").

1. Confidential Information

Protected under Mississippi Uniform Trade Secrets Act (Miss. Code Ann. sections 75-26-1 to 75-26-19).

2. Confidentiality Obligations

Non-disclosure during and after employment. Survival: [SURVIVAL_YEARS] years or as long as trade secret status continues.

3. Inventions and IP

3.1 Employee assigns all Inventions relating to Company business.
3.2 Works made for hire belong to Company.
3.3 Prior Inventions listed in Exhibit A.

4. Non-Compete and Non-Solicitation

4.1 Non-Compete. [NON_COMPETE_MONTHS] months within [GEOGRAPHIC_AREA]. Mississippi courts enforce reasonable non-competes.
4.2 Non-Solicitation. [NON_SOLICIT_MONTHS] months for employees and customers.

5. Return of Property

Return all Company property upon termination.

6. Remedies

Injunctive relief under Mississippi Uniform Trade Secrets Act (Miss. Code Ann. section 75-26-5).

7. General Provisions

7.1 Governing Law. Mississippi law.
7.2 Venue. Hinds County (Jackson), Mississippi.
7.3 Electronic Signatures. Valid per Mississippi UETA.

COMPANY:
[COMPANY_NAME]
By: _____________________ | Name: [NAME] | Title: [TITLE] | Date: _________

EMPLOYEE:
__________________________
[EMPLOYEE_NAME] | Date: _________

EXHIBIT A: PRIOR INVENTIONS

APPENDIX: COMPARISON CHART

Mississippi-Specific Considerations

• Trade Secrets Act: Miss. Code Ann. sections 75-26-1 to 75-26-19
• Non-Compete: Generally enforceable if reasonable
• E-Signatures: Miss. Code Ann. sections 75-12-1 to 75-12-31

END OF DOCUMENT