Trade Secret Agreement

COLORADO TRADE-SECRET AND CONFIDENTIAL-INFORMATION AGREEMENT

This Agreement is entered as of [EFFECTIVE DATE] by and between:

Discloser: [LEGAL NAME, ENTITY TYPE, JURISDICTION, ADDRESS]

Recipient: [LEGAL NAME, ENTITY TYPE, JURISDICTION, ADDRESS]

The parties intend to exchange only the information needed for the Purpose and
to record agreed handling, use, disclosure, security, return, incident, and
dispute terms. Nothing in this Agreement establishes that every item disclosed
is a statutory trade secret or predetermines a remedy.

1. Transaction and Purpose

Recipient may use Protected Information only for the Purpose stated above and
only through the approved people, systems, and locations recorded in this
Agreement or a signed schedule.

2. Definitions

2.1 Protected Information

“Protected Information” means nonpublic information disclosed for the Purpose
that is identified in Schedule A or is marked, confirmed, or reasonably
understood by the parties to require the agreed handling. Protected Information
may include information that does not qualify as a statutory trade secret.

2.2 Colorado Statutory Trade Secret

C.R.S. § 7-74-102(4) describes a trade secret as the whole or any portion or
phase of listed scientific, technical, business, financial, contact-list, or
other business or professional information that is secret and valuable. The
section also requires the owner to have taken measures preventing access by
persons other than those selected for limited purposes.

Whether particular information meets that definition depends on the actual
information, secrecy, value, access, and owner measures. A label in this
Agreement is not conclusive.

2.3 Representative

“Representative” means an individual or entity listed in Schedule B who needs
access for the Purpose and is bound by the handling and use restrictions
approved for that access.

3. Information and Control Schedule

Do not rely on a generic “all information” description when the exchange can be
identified more precisely.

Excluded information, public materials, or preexisting recipient work:

[____________________________________________________________]

4. Use and Disclosure Commitments

Recipient agrees to:

1. use Protected Information only for the Purpose;
2. limit access to approved Representatives with a need to know;
3. communicate the applicable restrictions before access;

4. avoid copying, downloading, transferring, analyzing, reverse engineering,
   combining, training, testing, or publishing the information except as
   specifically permitted in Schedule C;

5. keep a current access and transfer record where Schedule C requires one; and

6. notify Discloser through the incident contact in Section 8 of suspected
   unauthorized access, use, loss, or disclosure.

Recipient is responsible for its own compliance and for administering the
contractual access commitments it makes concerning its Representatives. Any
third-party liability or indemnity must be stated separately in Schedule F.

5. Handling and Security Plan

The parties select controls appropriate to the information and transaction;
this Agreement does not declare one generic security standard sufficient for
every disclosure.

6. Exclusions and Independent Information

Recipient may claim that identified information is outside Protected
Information because it:

• was lawfully known before disclosure;
• became public without Recipient's breach;
• was lawfully received from an authorized third party; or
• was independently developed without using Protected Information.

The party making that claim must identify the information and the record
supporting the claimed exclusion. This contractual evidence process does not
decide a statutory burden or evidentiary rule.

7. Required or Authorized Disclosure

Before a disclosure required or authorized by law, order, subpoena, regulator,
contract, professional duty, or protected report, Recipient will follow the
process selected below to the extent lawful and practicable.

This Agreement does not prohibit a report, disclosure, consultation, or other
activity that applicable law protects or makes nonwaivable. Counsel must add
the language required for the parties, workers, contractors, regulated data,
and transaction actually involved.

8. Incident Response

Discloser contact: [NAME / EMAIL / PHONE / AFTER-HOURS METHOD]

Recipient contact: [NAME / EMAIL / PHONE / AFTER-HOURS METHOD]

No incident automatically establishes misappropriation, irreparable harm,
damages, sanctions, or fee entitlement. Those questions remain subject to the
facts, selected contract terms, and governing law.

9. Return, Deletion, and Retention

Upon [REQUEST / PROJECT END / AGREEMENT END / OTHER TRIGGER], Recipient will
follow the disposition plan below.

Retention required by law, professional duty, insurance, backup design, legal
hold, or another agreement must be identified rather than hidden by an absolute
deletion promise.

Disposition certification, if required: [________________________________]

10. Duration and End of Access

Do not use one unexplained duration for every category. Counsel must review
whether an expiration, perpetual term, or information-linked duration is
appropriate and enforceable for the actual relationship.

11. Ownership, License, and Reliance

Except for the limited Purpose permission expressly stated here, no patent,
copyright, trademark, data, model, trade-secret, or other ownership interest or
license is granted: [CONFIRM / REVISE].

Information is supplied on this negotiated reliance basis:
[____________________________________________________________]

Authority to disclose, third-party restrictions, accuracy, completeness,
noninfringement, and transaction reliance are allocated only as expressly
stated in Schedule D. No generic warranty or “as is” disclaimer is selected by
default.

12. Risk and Remedy Schedule

The parties have not selected an automatic cure period, graduated remedy,
exemplary amount, attorney-fee award, indemnity, defense duty, insurance level,
liability cap, damages exclusion, force-majeure exception, injunction, specific
performance, or bond waiver. Complete Schedule F after counsel reviews the
transaction and current law.

13. Dispute Schedule

No forum, arbitration, jury waiver, governing-law conclusion, or exclusive
remedy is selected merely because the agreement uses a Colorado template.

14. General Terms

Notices: [METHOD / ADDRESS / EFFECTIVE-TIME RULE]

Assignment and change of control: [________________________________]

Amendment and waiver: [________________________________]

Order of precedence with related agreements: [_______________________]

Entire agreement for this subject: [________________________________]

Severability or reformation treatment: [_____________________________]

Counterparts, electronic signatures, attribution, and record retention:
[____________________________________________________________]

15. Execution

The signers confirm authority to bind the identified party and approval of the
completed schedules and attachments.

Schedules

• Schedule A — Protected Information
• Schedule B — Approved Representatives
• Schedule C — Permitted Uses, Systems, and Controls
• Schedule D — Ownership, Disclosure Authority, and Reliance Terms
• Schedule E — Required Disclosure and Incident Contacts
• Schedule F — Risk, Remedies, Insurance, and Dispute Terms

Source and Verification Note

• C.R.S. § 7-74-102(4), current 2026 Title 7 compilation

The official 2026 Title 7 file was fetched on August 28, 2026. Its source
history shows no amendment to § 7-74-102(4) after the article's enactment. The
bill-index hits were cross-references in other enacted or proposed measures and
did not amend the definition.