TRADE SECRET PROTECTION AND NON-DISCLOSURE AGREEMENT

(California-Law Form – CUTSA Compliant)

[// GUIDANCE: This template is drafted for use where a single Discloser is providing Trade Secrets to a Recipient. For a mutual exchange, duplicate the relevant Recipient obligations in favor of the other Party.]

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. Agreement. This Trade Secret Protection and Non-Disclosure Agreement (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between:
   a. [Full Legal Name of Discloser], a [State] [Entity Type] with its principal place of business at [Address] (“Discloser”); and
   b. [Full Legal Name of Recipient], a [State] [Entity Type] with its principal place of business at [Address] (“Recipient”).

Discloser and Recipient are each a “Party” and, collectively, the “Parties.”

2. Recitals.
   WHEREAS, Discloser possesses certain valuable Trade Secrets (defined below);
   WHEREAS, Recipient desires to receive, and Discloser is willing to disclose, such Trade Secrets solely for [describe purpose – e.g., “evaluating a potential business relationship regarding…”] (the “Purpose”); and
   WHEREAS, the Parties intend that all Trade Secrets remain confidential and that their disclosure be strictly limited to the Purpose;

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

II. DEFINITIONS

For ease of reference, the following terms have the meanings set forth below. Terms defined in this Section are capitalized throughout the Agreement. Unless otherwise stated, section references are to this Agreement.

“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means beneficial ownership of >50 % of the voting interests or the power to direct management.

“Confidential Information” – Information disclosed by Discloser to Recipient in any form that (a) is marked or identified as confidential, or (b) a reasonable person would understand to be confidential under the circumstances. Confidential Information includes Trade Secrets but excludes information that is independently developed by Recipient without reference to Discloser’s information, is lawfully obtained from a third party without breach of duty, or becomes publicly available through no fault of Recipient.

“Misappropriation” – Has the meaning set forth in Cal. Civ. Code § 3426.1(b).

“Person” – Any natural person, corporation, partnership, limited liability company, trust, unincorporated association, governmental body, or other entity.

“Representative” – A Party’s and its Affiliates’ directors, officers, employees, agents, advisors, and professional consultants who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations no less restrictive than those herein.

“Trade Secrets” – Information meeting the definition of a “trade secret” under the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426.1(d), and any amendments thereto, including all technical, financial, and business information, whether tangible or intangible, that derives independent economic value from not being generally known and is subject to reasonable efforts to maintain secrecy.

III. OPERATIVE PROVISIONS

3.1 Disclosure & Receipt of Trade Secrets

a. Scope. Discloser may, in its sole discretion, disclose Trade Secrets to Recipient solely for the Purpose.
b. Format & Delivery. Trade Secrets may be disclosed orally, visually, electronically, or in writing.

3.2 Use & Non-Disclosure Obligations

a. Limited Use. Recipient shall use Trade Secrets only for the Purpose and for no other purpose, whether commercial or otherwise.
b. Protection Standard. Recipient shall protect all Trade Secrets using at least the same degree of care it uses to protect its own highly sensitive information, but not less than a commercially reasonable standard of care.
c. Restricted Disclosure. Recipient shall disclose Trade Secrets only to its Representatives who (i) have a bona fide need to know for the Purpose and (ii) are bound by written obligations of confidentiality and restricted use no less stringent than those contained herein.
d. Notice of Unauthorized Use. Recipient shall promptly (and in any event within two (2) business days) notify Discloser in writing of any actual or suspected Misappropriation or unauthorized use or disclosure of Trade Secrets.

3.3 Exceptions

Recipient’s obligations under Section 3.2 do not apply to information that Recipient establishes by written evidence:
1. was in Recipient’s lawful possession without restriction before disclosure by Discloser;
2. becomes publicly available through no act or omission of Recipient;
3. is rightfully received from a third party without breach of any confidentiality obligation; or
4. is independently developed by Recipient without reference to the Trade Secrets.

3.4 Legally Compelled Disclosure

If Recipient is required by law, subpoena, or court order to disclose any Trade Secret, Recipient shall (i) provide prompt written notice to Discloser to allow Discloser to seek protective relief, and (ii) disclose only that portion of the Trade Secret legally required, using reasonable efforts to obtain confidential treatment.

3.5 No License

Nothing in this Agreement grants Recipient any license or other right under any patent, copyright, trademark, or other intellectual property of Discloser, except the limited right to use the Trade Secrets for the Purpose.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement and that doing so does not violate any other agreement to which it is a party.

4.2 Discloser Disclaimer. Trade Secrets are provided “AS IS.” Discloser makes no representation or warranty, express or implied, regarding accuracy, completeness, non-infringement, or fitness for a particular purpose.

4.3 Recipient Capability. Recipient represents that it has (a) adequate internal controls to protect Trade Secrets, and (b) the financial and operational capacity to perform its obligations hereunder.

4.4 Survival. All representations and warranties survive the termination of this Agreement for a period of three (3) years, except that obligations respecting Trade Secrets survive for so long as the information remains a Trade Secret under applicable law.

V. COVENANTS & RESTRICTIONS

5.1 Non-Reverse Engineering. Recipient shall not analyze, decompile, disassemble, reverse engineer, or otherwise attempt to derive the composition or underlying information of any Trade Secret, except as expressly permitted in writing by Discloser.

5.2 Compliance with Law. Recipient shall comply with all applicable export-control, data-privacy, and trade-sanctions laws in connection with its handling of Trade Secrets.

5.3 Return or Destruction. Upon the earlier of (a) Discloser’s written request or (b) completion of the Purpose, Recipient shall promptly, and in any event within five (5) business days, return or destroy all tangible embodiments of Trade Secrets, and certify such destruction in writing.

5.4 No Circumvention. Recipient shall not use Trade Secrets to compete with Discloser or to circumvent any existing or prospective relationship between Discloser and any third party.

VI. DEFAULT & REMEDIES

6.1 Events of Default. Each of the following constitutes an “Event of Default”:
a. Any Misappropriation or other material breach of Section 3 or Section 5 by Recipient;
b. Recipient’s failure to timely provide notice under Section 3.2(d); or
c. Recipient’s breach of its indemnification obligations under Section 7.1.

6.2 Notice & Cure. Discloser shall provide written notice specifying the Event of Default. Where the default is curable, Recipient has five (5) calendar days to cure. Misappropriation is deemed incurable.

6.3 Remedies. Upon an Event of Default, Discloser is entitled to:
a. Immediate injunctive relief under Cal. Civ. Code § 3426.2 to prevent threatened or actual Misappropriation;
b. Actual damages, unjust enrichment, and exemplary damages as permitted by Cal. Civ. Code § 3426.3;
c. Recovery of reasonable attorneys’ fees and costs pursuant to Cal. Civ. Code § 3426.4; and
d. Any other remedy available at law or in equity.

[// GUIDANCE: The graduated remedies structure satisfies the “mandatory injunctive relief” requirement while preserving access to monetary damages.]

VII. RISK ALLOCATION

7.1 Indemnification by Recipient

Recipient shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless Discloser, its Affiliates, and their respective Representatives (collectively, “Indemnitees”) from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) any Misappropriation or unauthorized use/disclosure of Trade Secrets by Recipient or its Representatives, and (b) Recipient’s breach of this Agreement.

7.2 Insurance

Recipient shall maintain, at its own expense, commercially reasonable cyber-liability and general liability insurance covering unauthorized disclosure of confidential information, with minimum limits of [Insert Amount] per occurrence and in the aggregate, and shall provide certificates of insurance upon request.

7.3 No Limitation of Liability

The Parties agree that no provision of this Agreement shall be construed to limit Recipient’s liability for breach of its confidentiality, non-use, or indemnification obligations.

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder are governed by and construed in accordance with the laws of the State of California (without regard to its conflict-of-laws principles).

8.2 Forum Selection & Injunctive Relief

The state courts of [County, California] (and, where federal jurisdiction exists, the U.S. District Court for the [Central/Northern/Southern/Eastern] District of California) shall have exclusive jurisdiction for (i) any action seeking injunctive relief, or (ii) enforcement of an arbitral award.

8.3 Binding Arbitration

Except for actions described in Section 8.2, any dispute, claim, or controversy arising out of or related to this Agreement shall be finally resolved by confidential, binding arbitration administered by [JAMS/AAA] in accordance with its [Comprehensive/Commercial] Arbitration Rules. The arbitral tribunal shall consist of a single neutral arbitrator with at least ten (10) years of experience in complex commercial disputes. The arbitration shall be held in [City, California], and the award shall be final and binding, with judgment thereon enforceable in any court of competent jurisdiction.

8.4 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver of any provision of this Agreement is effective unless it is in writing and signed by both Parties. No failure or delay by either Party in exercising any right hereunder operates as a waiver.

9.2 Assignment. Recipient may not assign or delegate any of its rights or obligations under this Agreement, by operation of law or otherwise, without Discloser’s prior written consent. Any unauthorized assignment is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

9.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its original intent.

9.4 Integration. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous oral or written understandings.

9.5 Electronic Signatures & Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) are deemed original and binding.

9.6 Notices. All notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or electronic mail (with confirmation of receipt), to the addresses set forth in the preamble (or as otherwise designated in writing). Notice is deemed given on receipt.

9.7 Whistleblower Immunity Notice. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that (a) is made in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or (b) is made in a complaint or other document filed under seal in a lawsuit.

[// GUIDANCE: Inclusion of this notice is mandatory under the federal Defend Trade Secrets Act if the Discloser wishes to preserve the right to exemplary damages and attorneys’ fees.]

X. EXECUTION BLOCK

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

[// GUIDANCE: If notarization or witnesses are required under internal policy or specialized transactions, insert appropriate blocks here.]

End of Document