Trade Secret Agreement - Arizona

ARIZONA TRADE SECRET PROTECTION AGREEMENT

This Agreement is made as of [__/__/____] between [DISCLOSER LEGAL NAME], [ENTITY TYPE / ADDRESS] (Discloser), and [RECIPIENT LEGAL NAME], [ENTITY TYPE / ADDRESS] (Recipient). Discloser proposes to disclose the information described in Schedule A so Recipient may [SPECIFIC EVALUATION OR PROJECT] (the Purpose). The parties agree as follows.

1. Identified information

Protected Information means the nonpublic information specifically identified in Schedule A and any copies or explanations that reveal it. Schedule A describes its form, owner or lawful controller, method of delivery, permitted access, and measures used to keep it secret. The parties will mark additional material or list it in a signed supplement before treating it as Protected Information.

Discloser believes the identified information may qualify as a trade secret under A.R.S. § 44-401(4). That definition requires economic value from secrecy and reasonable efforts to maintain secrecy. This Agreement creates contractual confidentiality duties for identified information; a label or signature alone does not prove statutory trade-secret status.

2. Limited use and access

Discloser permits Recipient to use Protected Information only for the Purpose during this Agreement's term. No ownership interest or patent, copyright, trademark, or other license is transferred. Recipient will not use Protected Information for a different project, publish it, or disclose it to another person except as expressly allowed below.

Recipient will protect Protected Information with reasonable safeguards and at least the care it uses for its own similarly sensitive information. It will limit access to personnel and advisers who need it for the Purpose, have been told of its protected status, and owe Recipient or Discloser a suitable confidentiality duty. Recipient is responsible under this Agreement for their use or disclosure that would breach Recipient's obligations. The approved people or roles and access controls are [LIST / ATTACHED SECURITY PLAN].

Recipient will promptly notify Discloser at [CONTACT] after discovering unauthorized access, use, or disclosure and will cooperate in reasonable containment and preservation steps. Recipient may not copy, test, or reverse engineer a provided sample beyond [PERMITTED ACTIONS], subject to any nonwaivable legal right.

3. Exclusions and compelled disclosure

Recipient's duties do not apply to information it can document was lawfully known without restriction before Discloser's disclosure; became public without breach; was independently developed without using Protected Information; was lawfully received from another person without a secrecy duty; or was released by Discloser's written permission. Recipient will keep the records supporting an asserted exclusion.

If valid law or process requires disclosure, Recipient may disclose only the required portion. To the extent lawful, it will give Discloser prompt advance notice and reasonable cooperation to seek protection. If advance notice is prohibited, it will record why and notify Discloser when lawful.

4. Return and protection period

Discloser may request return or secure destruction of Protected Information by written notice. Recipient will comply within [NUMBER] days, cease further use, and confirm its action in writing. It may retain material required by law or its documented records policy, including routine backups not reasonably accessible in ordinary operations, only while continuing to protect and refrain from using it for another purpose.

This Agreement permits disclosure until [END DATE OR TERMINATION NOTICE]. Contractual nonuse and nondisclosure duties continue for [NUMBER] years after the last disclosure for information that does not qualify as a trade secret. For information that remains a qualifying trade secret, the duties continue while it meets A.R.S. § 44-401(4), unless the parties agree to a shorter lawful period here: [PERIOD OR NONE].

5. Remedies and administration

A party may seek relief available under governing law for an actual or threatened breach. This Agreement does not promise an injunction, eliminate a court's security requirement, grant an automatic fee award, or fix an amount of damages. Neither party assumes an indemnity or waives a jury by signing.

Arizona law governs this Agreement, subject to any mandatory law applicable to the information or conduct. A dispute may be brought in a court with jurisdiction in [COUNTY, ARIZONA], subject to applicable jurisdiction and venue rules. Notices must be sent to the addresses below by [METHOD] and are effective on [RECEIPT RULE].

Amendments must be in a writing signed by both parties. Neither party may assign this Agreement without the other's written consent, except as expressly stated here: [EXCEPTION OR NONE]. If a provision is unenforceable, the remainder operates to the extent it can carry out the intended information exchange. Each signer confirms authority to bind the named entity.

Discloser notice address and email: [ADDRESS / EMAIL]

Recipient notice address and email: [ADDRESS / EMAIL]

Discloser: [LEGAL NAME] By: _________________________ Name/title: [NAME / TITLE] Date: [__/__/____]

Recipient: [LEGAL NAME] By: _________________________ Name/title: [NAME / TITLE] Date: [__/__/____]

Schedule A — Protected Information and access record

Additional exclusions, third-party claims, or prior licenses: [DETAILS / NONE]

Disclosed on: [__/__/____] Accepted by recipient: [NAME / DATE]

Sources and References

• Arizona Legislature, A.R.S. § 44-401