Trade Secret Agreement - Alaska

Trade Secret Protection Agreement — Alaska

This Trade Secret Protection Agreement (the Agreement) is effective [__/__/____] between [DISCLOSER LEGAL NAME], a [ENTITY TYPE AND STATE OF FORMATION] at [ADDRESS] (Discloser), and [RECIPIENT LEGAL NAME], a [ENTITY TYPE AND STATE OF FORMATION] at [ADDRESS] (Recipient). Discloser may share information with Recipient for [DESCRIBE PROJECT OR EVALUATION] (the Purpose). In exchange for the promises below and any permitted disclosure, the parties agree as follows.

1. Information covered

Protected Information means nonpublic information that Discloser shares in connection with the Purpose and identifies as confidential or that Recipient reasonably should recognize as confidential from its nature or the circumstances. It may include technical, business, financial, customer, product, or process information and copies or analyses that reveal it.

A Trade Secret is Protected Information only while it meets AS 45.50.940(3): it derives independent economic value from not being generally known or readily ascertainable by proper means to persons who could benefit from disclosure or use, and Discloser uses reasonable efforts under the circumstances to maintain secrecy. This Agreement protects other identified Protected Information by contract without declaring it a statutory Trade Secret.

Protected Information does not include information Recipient can demonstrate was: (a) public without Recipient's breach; (b) lawfully known to Recipient without a confidentiality duty before disclosure; (c) lawfully received from a third party without a confidentiality duty; (d) independently developed without using Discloser's information; or (e) released with Discloser's written permission.

2. Recipient's duties

Recipient will use Protected Information only for the Purpose and will protect it with reasonable care, no less than the care it uses for its own comparable sensitive information. Recipient may share it only with personnel and professional advisers who need it for the Purpose and are bound by duties or agreements that protect it at least as well as this Agreement. Recipient is responsible for their use and disclosure under this Agreement.

Recipient will promptly tell Discloser of any unauthorized use or disclosure it discovers and reasonably cooperate to limit its effects. Recipient will not reverse engineer samples, software, or materials supplied as Protected Information unless Discloser authorizes that activity in writing or applicable law does not allow the restriction.

If law or lawful process requires disclosure, Recipient may disclose only the required portion. To the extent lawful and reasonably possible, Recipient will first notify Discloser and reasonably cooperate with an effort to obtain protective treatment. This Agreement does not prevent a disclosure that law protects or requires.

3. Return, ownership, and duration

On Discloser's written request or completion of the Purpose, Recipient will return or destroy Protected Information within [____] days and confirm that action if requested. Recipient may retain records required by law and routine backup copies that cannot reasonably be removed, provided the continuing protections here apply to those copies.

Discloser retains its rights in the information. This Agreement grants Recipient only the limited right to use it for the Purpose and grants no patent, copyright, trademark, or other license.

The disclosure period ends [__/__/____], unless the parties extend it in writing. Recipient's duties for Protected Information that is not a Trade Secret continue for [____] years after its last disclosure. For information that qualifies as a Trade Secret, those duties continue while it retains that status under applicable law. Ending the disclosure period does not end an accrued duty.

4. Enforcement

Discloser may seek available remedies for a proven breach of this Agreement. For actual or threatened misappropriation of a Trade Secret, Discloser may ask a court for an injunction under AS 45.50.910(a). The court decides entitlement, scope, and any security requirement under applicable law; this Agreement does not make relief automatic. Contractual liability remains distinct from a statutory misappropriation claim as provided in AS 45.50.930(b)(1).

5. General terms

Alaska law governs this Agreement. A court action may be brought in a court with jurisdiction in [ALASKA JUDICIAL DISTRICT], subject to applicable jurisdiction and venue rules. Notices must be in writing and sent to the addresses above, or to an updated address given in writing. Email notice may be sent to Discloser at [EMAIL] or Recipient at [EMAIL] when the recipient acknowledges receipt.

This Agreement is the entire agreement about this disclosure. A change or waiver must be in writing and signed by both parties. If a term is unenforceable, the remainder continues to the extent permitted by law. Neither party may assign this Agreement without the other's written consent, except to a successor to substantially all of its relevant business that accepts the duties in writing. Counterpart signatures are permitted.

Signatures