Trade Secret Agreement - Connecticut

TRADE SECRET PROTECTION AND NON-DISCLOSURE AGREEMENT

(Connecticut-Law Governed)

TABLE OF CONTENTS

1. Definitions
2. Scope of Disclosure; Use and Care of Trade Secrets
3. Term; Return or Destruction of Materials
4. Representations and Warranties
5. Covenants
6. Events of Default and Remedies
7. Indemnification; Risk Allocation
8. Dispute Resolution; Governing Law
9. General Provisions
10. Execution Block

AGREEMENT

This Trade Secret Protection and Non-Disclosure Agreement (the “Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [DISCLOSER LEGAL NAME], a [STATE OF ORGANIZATION & ENTITY TYPE] having its principal place of business at [ADDRESS] (“Discloser”); and
2. [RECIPIENT LEGAL NAME], a [STATE OF ORGANIZATION & ENTITY TYPE] having its principal place of business at [ADDRESS] (“Recipient”).

Discloser and Recipient are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Discloser possesses valuable Trade Secrets and other confidential and proprietary information.
B. Recipient desires to receive certain of Discloser’s Trade Secrets for the limited Purpose set forth herein and agrees to protect such information strictly in accordance with this Agreement.
C. The Parties intend this Agreement to comply with the Connecticut Uniform Trade Secrets Act, Conn. Gen. Stat. §§ 35-50 et seq. (“CUTSA”), and other applicable law.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below; other capitalized terms have the meanings ascribed where first used.

1.1 “Affiliate” means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means ownership of more than fifty percent (50%) of the outstanding voting securities or other ownership interest.

1.2 “Confidential Information” means all non-public information (whether oral, written, electronic, or in any other form) disclosed by Discloser to Recipient or its Representatives that is designated as confidential or that a reasonable person would understand to be confidential, including all Trade Secrets.

1.3 “Misappropriation” has the meaning set forth in Conn. Gen. Stat. § 35-51(b), including but not limited to (a) acquisition of a Trade Secret by a person who knows or has reason to know that the Trade Secret was acquired by improper means, or (b) disclosure or use of a Trade Secret without express or implied consent by a person who used improper means to acquire the Trade Secret or, at the time of disclosure or use, knew or had reason to know that the information was a Trade Secret and had been acquired through improper means.

1.4 “Purpose” means [DESCRIBE SPECIFIC PURPOSE—e.g., evaluation of a potential business relationship, joint development project, etc.].

1.5 “Representatives” means, collectively, a Party’s and its Affiliates’ directors, officers, employees, contractors, advisors, and agents who (a) have a need to know the Confidential Information for the Purpose and (b) are bound by obligations of confidentiality at least as protective as those contained herein.

1.6 “Trade Secret” means information, including a formula, pattern, compilation, program, device, method, technique, process, drawing, cost data, or customer list, that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, all as further defined in Conn. Gen. Stat. § 35-51(d).

2. SCOPE OF DISCLOSURE; USE AND CARE OF TRADE SECRETS

2.1 Limited License. Discloser hereby grants to Recipient a non-exclusive, non-transferable, revocable, royalty-free license to use the Confidential Information solely for the Purpose and strictly in accordance with this Agreement.

2.2 Use Restrictions. Recipient shall:
(a) use the Confidential Information only for the Purpose and for no other purpose, commercial or otherwise;
(b) not reverse engineer, disassemble, or decompile any tangible embodiments of Trade Secrets; and
(c) not reproduce, disclose, or distribute Confidential Information except as expressly permitted herein.

2.3 Standard of Care. Recipient shall protect Confidential Information using at least the same degree of care Recipient uses to protect its own confidential information of like importance, but in no event less than reasonable care. The Parties shall document measures appropriate to the information and the Purpose; statutory trade-secret status depends in part on reasonable secrecy efforts under Conn. Gen. Stat. § 35-51(d).

2.4 Disclosure to Representatives. Recipient may disclose Confidential Information to its Representatives strictly on a need-to-know basis, provided such Representatives are bound by written obligations of confidentiality no less protective than those contained herein. Recipient shall be liable for any breach of this Agreement by its Representatives.

2.5 Exclusions. Confidential Information does not include information that Recipient can demonstrate by competent evidence:
(a) is or becomes publicly available without breach of this Agreement;
(b) was, prior to receipt, lawfully in Recipient’s possession without restriction;
(c) is received from a third party without breach of any obligation of confidentiality; or
(d) is independently developed by Recipient without use of or reference to Confidential Information.

3. TERM; RETURN OR DESTRUCTION OF MATERIALS

3.1 Term. This Agreement commences on the Effective Date and continues for [TERM YEARS] years unless earlier terminated pursuant to Section 9.3.

3.2 Survival of Obligations. Notwithstanding expiration or termination, Recipient’s obligations with respect to Trade Secrets shall continue for so long as such information qualifies as a trade secret under applicable law, and its obligations with respect to all other Confidential Information shall survive for [SURVIVAL PERIOD—e.g., five (5) years] thereafter.

3.3 Return or Destruction. Upon the earlier of (a) Discloser’s written request or (b) termination of this Agreement, Recipient shall promptly (i) return or destroy all tangible embodiments of Confidential Information, including all copies, summaries, and derivatives, and (ii) certify in writing such return or destruction. One archival copy may be retained solely for legal compliance and dispute-resolution purposes.

4. REPRESENTATIONS AND WARRANTIES

4.1 Mutual Authority. Each Party represents that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and that it has full corporate power and authority to enter into this Agreement.

4.2 No Conflicting Obligations. Recipient represents that its execution, delivery, and performance of this Agreement will not breach any other agreement or obligation to which it is bound.

4.3 Disclaimer. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

4.4 Survival. The representations and warranties set forth in this Section 4 shall survive the termination or expiration of this Agreement.

5. COVENANTS

5.1 Compliance with Law. Recipient shall comply with all applicable federal, state, and local laws and regulations when handling Confidential Information.

5.2 Notice of Misappropriation. Recipient shall promptly notify Discloser in writing upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and shall cooperate with Discloser to regain possession of such information and prevent further unauthorized use or disclosure.

5.3 Equitable Relief. Recipient acknowledges that unauthorized use or disclosure of Trade Secrets may cause harm that monetary damages cannot fully remedy. Discloser may apply to a court of competent jurisdiction for relief against actual or threatened misappropriation under Conn. Gen. Stat. § 35-52, subject to the court's findings and applicable procedural requirements.

6. EVENTS OF DEFAULT AND REMEDIES

6.1 Events of Default. Recipient shall be in default if it (a) commits any act of Misappropriation; or (b) breaches any material provision of this Agreement and fails to cure such breach within ten (10) days after written notice.

6.2 Statutory Remedies. For misappropriation, Discloser may seek the relief available under CUTSA, subject to the statutory findings and the court's discretion:
(a) relief against actual or threatened misappropriation (Conn. Gen. Stat. § 35-52(a));
(b) actual-loss damages and nonduplicative unjust-enrichment damages (id. § 35-53(a));
(c) punitive damages of up to twice the subsection (a) award if the court finds wilful and malicious misappropriation (id. § 35-53(b)); and
(d) reasonable attorney's fees to the prevailing party where the court makes the finding required by § 35-53(b), or under § 35-54 where a misappropriation claim or a motion to terminate an injunction is made or resisted in bad faith.

6.3 Other Remedies. Contract remedies remain available to the extent permitted by applicable law, including the limits on overlapping civil claims in Conn. Gen. Stat. § 35-57.

7. INDEMNIFICATION; RISK ALLOCATION

7.1 Recipient Indemnification. Recipient shall defend, indemnify, and hold harmless Discloser and its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Indemnitees”), from and against any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorney’s fees and court costs) arising out of or relating to:
(a) Recipient’s breach of this Agreement;
(b) any Misappropriation or unauthorized use or disclosure of Trade Secrets by Recipient or its Representatives; or
(c) Recipient’s violation of applicable law.

7.2 Procedure. Discloser shall promptly notify Recipient of any claim for which it seeks indemnification, provided that failure to give timely notice shall not relieve Recipient of its obligations except to the extent Recipient is materially prejudiced. Recipient shall control the defense and settlement of any such claim, subject to Discloser’s right to participate with counsel at its own expense. No settlement shall impose any obligation on an Indemnitee without its prior written consent.

7.3 No Liability Cap. The Parties expressly agree that NO LIMITATION OF LIABILITY OR DAMAGES CAP SHALL APPLY to Recipient’s obligations under this Agreement, including for Misappropriation, indemnification, or breach of confidentiality.

8. DISPUTE RESOLUTION; GOVERNING LAW

8.1 Governing Law. This Agreement and all disputes arising hereunder shall be governed by, construed, and enforced in accordance with the laws of the State of Connecticut, without regard to its conflict-of-law rules.

8.2 Arbitration. Except as provided in Section 8.4 (Equitable Relief Carve-Out), any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.
(a) Seat; Venue. The place of arbitration shall be Hartford, Connecticut, and the proceedings shall be conducted in English.
(b) Panel. The tribunal shall consist of one (1) arbitrator selected in accordance with the AAA rules.
(c) Award. The Parties agree that the arbitration will be binding. Either Party may seek confirmation or review of the award in a court with jurisdiction under applicable arbitration law.

8.3 Forum Selection. Subject to the arbitration requirement above, permitted court proceedings shall be brought in the Connecticut Superior Court for the Judicial District of [JUDICIAL DISTRICT] or, if federal jurisdiction exists, in the United States District Court for the District of Connecticut.

8.4 Equitable Relief Carve-Out. Nothing in this Agreement shall deprive Discloser of the right to seek injunctive or other equitable relief from a court of competent jurisdiction to prevent or curtail actual or threatened Misappropriation or breach of confidentiality.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

9.2 Assignment. Recipient may not assign or delegate any right or obligation under this Agreement without Discloser’s prior written consent, and any attempted assignment in violation of this Section 9.2 shall be void. This Agreement shall inure to the benefit of and bind the Parties and their respective successors and permitted assigns.

9.3 Termination. Discloser may terminate this Agreement immediately upon written notice if Recipient commits an Event of Default. Either Party may terminate this Agreement upon thirty (30) days’ prior written notice to the other Party.

9.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force to the extent they can operate independently. The Parties may amend the affected provision in a signed writing.

9.5 Integration. This Agreement constitutes the entire understanding of the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. The Parties consent to electronic signing and delivery where applicable law permits it.

10. EXECUTION BLOCK

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

[Optional notary block if the Parties choose one.]