Trade Secret Protection Agreement

TRADE SECRET PROTECTION AND NON-DISCLOSURE AGREEMENT

(District of Columbia – District of Columbia Uniform Trade Secrets Act, D.C. Code §§ 36-401 to 36-410)

TABLE OF CONTENTS

I. Parties and Recitals
II. Definitions
III. Confidentiality and Protection Obligations
IV. Permitted Use and Access
V. Exclusions and Compelled Disclosure
VI. Return or Destruction of Materials
VII. Federal Defend Trade Secrets Act Whistleblower Notice
VIII. Remedies and Injunctive Relief
IX. Term and Survival
X. Governing Law and Dispute Resolution
XI. General Provisions
XII. Execution

I. PARTIES AND RECITALS

1. Parties. This Trade Secret Protection and Non-Disclosure Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:
   a. [________________________________], a [State of Organization] [corporation/limited liability company/other] with its principal place of business at [________________________________] ("Disclosing Party"); and
   b. [________________________________], a [State of Organization] [corporation/limited liability company/other] with its principal place of business at [________________________________] ("Receiving Party").

The Disclosing Party and the Receiving Party are each a "Party" and together the "Parties."

2. Recitals.
   - WHEREAS, the Disclosing Party owns and possesses valuable Trade Secrets and other Confidential Information;
   - WHEREAS, the Receiving Party desires access to such information solely for [________________________________] (the "Permitted Purpose"); and
   - WHEREAS, the Parties intend that all such information be protected in accordance with the District of Columbia Uniform Trade Secrets Act, D.C. Code §§ 36-401 to 36-410 (the "DCUTSA"), and, where applicable, the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq. (the "DTSA").

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

II. DEFINITIONS

1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

2. "Confidential Information" means all non-public information disclosed by or on behalf of the Disclosing Party to the Receiving Party, in any form or medium, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances, including Trade Secrets, and including without limitation formulas, patterns, compilations, programs, devices, methods, techniques, processes, financial data, customer and supplier lists, pricing, business plans, and know-how.

3. "Misappropriation" has the meaning set forth in D.C. Code § 36-401(2), and generally includes the acquisition of a Trade Secret by improper means, or the disclosure or use of a Trade Secret without consent by a person who used improper means to acquire it or who knew or had reason to know it was derived from a person who owed a duty to maintain its secrecy.

4. "Representatives" means a Party's directors, officers, employees, agents, contractors, advisors, and counsel who have a need to know the Confidential Information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

5. "Trade Secret" means information that qualifies as a "trade secret" under D.C. Code § 36-401 and, where applicable, under 18 U.S.C. § 1839(3) — that is, information that derives independent economic value, actual or potential, from not being generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Information remains a Trade Secret under this Agreement for so long as it meets these statutory requirements, regardless of any expiration or termination of this Agreement.

III. CONFIDENTIALITY AND PROTECTION OBLIGATIONS

1. Duty of Confidentiality. The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose it to any third party except as expressly permitted by this Agreement.

2. Standard of Care. The Receiving Party shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care.

3. Reasonable Measures. The Receiving Party shall implement and maintain reasonable administrative, technical, and physical safeguards designed to prevent unauthorized access to, use of, or disclosure of the Confidential Information, consistent with the secrecy efforts contemplated by D.C. Code § 36-401.

4. No Reverse Engineering. The Receiving Party shall not reverse engineer, decompile, or disassemble any materials embodying Confidential Information except to the extent expressly authorized in writing by the Disclosing Party.

5. Notice of Unauthorized Use. The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected Misappropriation, loss, or unauthorized disclosure of Confidential Information and shall cooperate to mitigate the harm.

IV. PERMITTED USE AND ACCESS

1. Limited Use. The Receiving Party shall use the Confidential Information solely for the Permitted Purpose and for no other purpose.

2. Need-to-Know Access. The Receiving Party shall limit access to the Confidential Information to those Representatives who require it for the Permitted Purpose and shall remain responsible for any breach by its Representatives.

3. No License. No license or other right in or to the Confidential Information or any intellectual property is granted to the Receiving Party except the limited right to use it for the Permitted Purpose.

V. EXCLUSIONS AND COMPELLED DISCLOSURE

1. Exclusions. The obligations of this Agreement do not apply to information that the Receiving Party can demonstrate by contemporaneous written evidence:
   a. is or becomes publicly available through no act or omission of the Receiving Party;
   b. was lawfully in the Receiving Party's possession, without restriction, before disclosure by the Disclosing Party;
   c. is lawfully received from a third party without breach of any duty of confidentiality; or
   d. is independently developed by the Receiving Party without use of or reference to the Confidential Information.

2. Compelled Disclosure. If the Receiving Party is required by law, subpoena, or court order to disclose any Confidential Information, it shall, to the extent legally permitted, provide prompt written notice to the Disclosing Party and reasonable cooperation so that the Disclosing Party may seek a protective order, and shall disclose only that portion of the Confidential Information that is legally required.

VI. RETURN OR DESTRUCTION OF MATERIALS

Upon the earlier of (a) the Disclosing Party's written request or (b) completion or termination of the Permitted Purpose, the Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all Confidential Information and all copies, and shall certify such destruction in writing upon request. The Receiving Party may retain one archival copy solely to comply with legal or regulatory obligations, subject to continuing confidentiality obligations under this Agreement.

VII. FEDERAL DEFEND TRADE SECRETS ACT WHISTLEBLOWER NOTICE

Notice of Immunity — 18 U.S.C. § 1833(b). Notwithstanding any other provision of this Agreement, and as required by 18 U.S.C. § 1833(b)(3), the Receiving Party and any individual is hereby notified that:

1. 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 federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

2. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

If the Disclosing Party is an employer and this Agreement governs an employee's use of trade secrets or other confidential information, this notice is intended to satisfy 18 U.S.C. § 1833(b)(3)(A). For this purpose, “employee” includes an individual contractor or consultant. An employer that fails to give the required notice may not recover DTSA exemplary damages or attorney fees in an action against the employee who did not receive it. 18 U.S.C. § 1833(b)(3)(C), (b)(4).

VIII. REMEDIES AND INJUNCTIVE RELIEF

1. Irreparable Harm; Injunctive Relief. The Parties agree that any actual or threatened Misappropriation would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. The Disclosing Party may seek injunctive and other equitable relief under D.C. Code § 36-402 and, where applicable, 18 U.S.C. § 1836(b)(3), subject to the court's findings and any bond or security requirement imposed by applicable law or rule.

2. Damages. The Disclosing Party may recover damages to the fullest extent available under D.C. Code § 36-403, including, where willful and malicious Misappropriation is found, exemplary damages in an amount not exceeding twice (2x) any award of actual loss and unjust-enrichment damages.

3. Attorney Fees. Where authorized by D.C. Code § 36-404 — including for willful and malicious Misappropriation or a claim or defense made in bad faith — the prevailing Party may recover reasonable attorney fees and costs. The DTSA likewise authorizes exemplary damages and attorney fees under 18 U.S.C. § 1836(b)(3), subject to the whistleblower notice in Section VII.

4. Statute of Limitations. An action for Misappropriation under the DCUTSA must be brought within three (3) years after the Misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. D.C. Code § 36-406.

5. Cumulative Remedies. All remedies are cumulative and in addition to any other remedy available at law or in equity.

IX. TERM AND SURVIVAL

1. Term. This Agreement commences on the Effective Date and continues for [____] years, unless earlier terminated by mutual written agreement.

2. Survival. The Receiving Party's obligations with respect to Trade Secrets survive for so long as the information qualifies as a Trade Secret under applicable law. Obligations with respect to Confidential Information that is not a Trade Secret survive for [____] years after termination or expiration of this Agreement.

X. GOVERNING LAW AND DISPUTE RESOLUTION

1. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of District of Columbia, without regard to its conflict-of-laws principles.

2. Forum. The Parties irrevocably submit to the exclusive jurisdiction of the Superior Court of the District of Columbia located in [________________________________] County (and, where federal jurisdiction exists, the United States District Court for the applicable district of District of Columbia), for any action arising out of or relating to this Agreement.

3. Equitable Relief Preserved. Nothing in this Agreement precludes either Party from seeking immediate injunctive or other equitable relief in any court of competent jurisdiction to preserve the status quo or prevent Misappropriation.

4. Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

XI. GENERAL PROVISIONS

1. Entire Agreement. This Agreement constitutes the entire agreement of the Parties concerning its subject matter and supersedes all prior or contemporaneous understandings.

2. Amendment; Waiver. No amendment or waiver is effective unless in writing and signed by both Parties. No failure or delay in exercising any right operates as a waiver.

3. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that the Disclosing Party may assign to a successor in connection with a merger or sale of substantially all of its assets. Any prohibited assignment is void.

4. Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

5. Notices. All notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt, to the addresses set forth above or as later designated in writing.

6. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and signatures delivered electronically (including by PDF or e-signature platform) are binding.

XII. EXECUTION

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

SOURCES AND REFERENCES

• D.C. Code §§ 36-401 to 36-410 (Uniform Trade Secrets Act)
• D.C. Code § 36-401 (Definitions)
• Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.
• Whistleblower Immunity, 18 U.S.C. § 1833(b)

End of Document