TRADE SECRET NON-DISCLOSURE AND PROTECTION AGREEMENT

(Alabama – Ala. Code §§ 8-27-1 et seq.)

[// GUIDANCE: Replace all bracketed placeholders before execution. Optional and elective language is preceded by “OPTIONAL.” Delete if not selected.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title and Parties.
   This Trade Secret Non-Disclosure and Protection Agreement (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between:
   a. [Full Legal Name of Discloser], a [State of Incorporation/Organization] [corporation/limited liability company/other] with its principal place of business at [Address] (“Discloser”); and
   b. [Full Legal Name of Recipient], a [State of Incorporation/Organization] [corporation/limited liability company/other] with its principal place of business at [Address] (“Recipient”).
   Discloser and Recipient are sometimes referred to individually as a “Party” and collectively as the “Parties.”

2. Recitals.
   WHEREAS, Discloser possesses valuable Trade Secrets and other confidential, proprietary, and/or commercially sensitive information;
   WHEREAS, Discloser desires to disclose certain of such information to Recipient solely for the limited purpose of [Describe Purpose] (the “Purpose”); and
   WHEREAS, the Parties desire to memorialize the terms and conditions governing such disclosure in accordance with the Alabama Trade Secrets Act, Ala. Code §§ 8-27-1 et seq. (the “ATSA”) and other applicable law.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. All references to Sections are to Sections of this Agreement unless otherwise indicated.

1. “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
2. “Confidential Information” means all information disclosed by Discloser to Recipient, whether in written, oral, electronic, graphic, or any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Trade Secrets.
3. “Effective Date” has the meaning set forth in Section I.1.
4. “Misappropriation” has the meaning assigned in Ala. Code § 8-27-2(2).
5. “Purpose” has the meaning set forth in the Recitals.
6. “Representatives” means, collectively, a Party’s directors, officers, employees, agents, contractors, advisors, counsel, and Affiliates who are bound by written obligations of confidentiality no less restrictive than those contained herein.
7. “Trade Secret” has the meaning assigned in Ala. Code § 8-27-2(1). For clarity, a Trade Secret shall remain a Trade Secret under this Agreement for so long as it meets the statutory requirements, irrespective of any termination or expiration of this Agreement.

[// GUIDANCE: Additional defined terms may be added alphabetically as needed.]

III. OPERATIVE PROVISIONS

1. Disclosure of Information. Discloser may, in its sole discretion, provide Recipient with Confidential Information from time to time in furtherance of the Purpose.
2. Use Restriction. Recipient shall use Confidential Information solely to accomplish the Purpose and for no other purpose whatsoever.
3. Standard of Care. Recipient shall:
   a. exercise at least the same degree of care it uses to protect its own confidential information of like nature (but in no event less than reasonable care) to prevent unauthorized use, disclosure, or access to Confidential Information;
   b. limit access to Confidential Information to those of its Representatives who have a bona fide need to know and who are bound by confidentiality obligations consistent with this Agreement; and
   c. not reverse engineer, decompile, or disassemble any materials embodying Confidential Information, except as expressly permitted in writing by Discloser.
4. Duration of Obligations. Recipient’s obligations with respect to Trade Secrets survive indefinitely (or for the longest period permitted by applicable law). Recipient’s obligations with respect to Confidential Information that is not a Trade Secret survive for [ __ ] years after the date of disclosure.
5. Exceptions. The restrictions herein do not apply to information that Recipient can demonstrate by contemporaneous, written evidence:
   a. is or becomes publicly available through no breach of this Agreement;
   b. was lawfully in Recipient’s possession before receipt from Discloser;
   c. is lawfully disclosed to Recipient by a third party without confidentiality restriction; or
   d. is independently developed by Recipient without use of, or reference to, the Confidential Information.
6. Compelled Disclosure. If Recipient is legally compelled under applicable law or court order to disclose any Confidential Information, Recipient shall provide Discloser with prompt written notice (to the extent legally permissible) and reasonable cooperation to seek protective measures. Only the portion of Confidential Information that must be disclosed by law may be disclosed.
7. Return or Destruction. Upon the earlier of (i) Discloser’s written request or (ii) termination of the Purpose, Recipient shall promptly, at Discloser’s election, return or destroy all Confidential Information (including all copies). Recipient may retain one archival copy for solely evidentiary purposes and to comply with legal or regulatory obligations, subject to ongoing confidentiality obligations.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Authority. Each Party represents and warrants that:
   a. it has full power and authority to enter into and perform this Agreement;
   b. its execution of this Agreement has been duly authorized; and
   c. its performance will not violate any other agreement binding upon it.
2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

[// GUIDANCE: If disclosures subject to export control, add appropriate export law compliance representations.]

V. COVENANTS & RESTRICTIONS

1. Compliance with Law. Recipient shall comply with all applicable federal, state, and local laws, including, without limitation, the ATSA, in connection with its receipt, use, and protection of Confidential Information.
2. Notification of Unauthorized Use. Recipient shall promptly notify Discloser in writing of any unauthorized disclosure or use of Confidential Information of which Recipient becomes aware and shall cooperate with Discloser to mitigate any resulting harm.
3. No License. Nothing in this Agreement grants Recipient any rights, by license or otherwise, to Discloser’s intellectual property except as expressly set forth herein.

VI. DEFAULT & REMEDIES

1. Events of Default. A material breach of any obligation under this Agreement by Recipient constitutes an “Event of Default.”
2. Notice and Cure. Discloser shall provide written notice of any Event of Default to Recipient. If the default is capable of cure, Recipient shall have five (5) calendar days from receipt of notice to cure fully.
3. Injunctive Relief. The Parties acknowledge that Misappropriation or threatened Misappropriation would cause irreparable harm to Discloser for which monetary damages alone are inadequate. Discloser is therefore entitled to seek immediate injunctive or other equitable relief, without the necessity of posting bond, in any court of competent jurisdiction, in addition to any other remedies available under the ATSA or otherwise at law or in equity.
4. Damages. Subject to Section VII (Risk Allocation), Discloser may recover damages to the fullest extent available under the ATSA, including, where applicable, exemplary damages not exceeding two times the compensatory damages where willful and malicious Misappropriation is found, and reasonable attorney’s fees. Ala. Code § 8-27-4.
5. Attorneys’ Fees. In addition to statutory fee-shifting, the prevailing Party in any action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification by Recipient. Recipient shall indemnify, defend, and hold harmless Discloser and its officers, directors, employees, and Affiliates (collectively, “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
   a. Recipient’s breach of this Agreement; or
   b. Recipient’s Misappropriation or unauthorized disclosure or use of Confidential Information.
2. Limitation of Liability. NO LIABILITY CAP. The Parties expressly agree that no limitation of liability applies; all damages, direct or consequential, that are recoverable under applicable law shall be available.
3. Insurance. OPTIONAL. [Recipient shall, at its own cost, maintain commercially reasonable cyber-liability and general liability insurance covering acts and omissions under this Agreement and shall furnish certificates of insurance upon request.]
4. Force Majeure. Neither Party is liable for delays or failures to perform under this Agreement due to causes beyond its reasonable control, provided that such Party gives prompt notice and uses commercially reasonable efforts to resume performance.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement and any dispute arising hereunder are governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of law principles.
2. Arbitration. Except for actions seeking injunctive or equitable relief as expressly permitted in Section VI.3, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by final, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The seat of arbitration shall be [County], Alabama. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.
3. Forum Selection. For purposes of seeking injunctive or equitable relief under Section VI.3, each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [County], Alabama, and waives any objection based on forum non conveniens or venue.
4. Jury Trial Waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
5. Equitable Remedies Not Barred. The availability of arbitration shall not preclude either Party from seeking interim equitable relief in a court of competent jurisdiction to preserve the status quo pending arbitration.

IX. GENERAL PROVISIONS

1. Term. This Agreement commences on the Effective Date and continues until [ __ ] years thereafter, unless earlier terminated by mutual written agreement; provided, however, that the confidentiality and other obligations herein shall survive as provided in Section III.4.
2. Amendment; Waiver. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties. No failure or delay in exercising any right hereunder operates as a waiver.
3. Assignment. Neither Party may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Discloser may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of Discloser’s assets. Any attempted assignment in violation of this Section is void.
4. Successors and Assigns. This Agreement binds and inures to the benefit of the Parties and their respective permitted successors and assigns.
5. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.
6. Entire Agreement. This Agreement constitutes the entire agreement of the Parties concerning its subject matter and supersedes all prior or contemporaneous oral or written understandings.
7. Counterparts; Electronic Signature. This Agreement may be executed in one or more counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by facsimile, e-mail (PDF), or other electronic means are deemed original signatures and are binding.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[Discloser Name]
By: _____
Name: _____
Title: _____
Date: _______

[Recipient Name]
By: _____
Name: _____
Title: _____
Date: _______

[// GUIDANCE: If notarization or witnesses are required for specific transactions, insert appropriate acknowledgment blocks here consistent with Alabama law (e.g., Ala. Code § 35-4-20 for real property-related instruments).]

END OF DOCUMENT