TRADE SECRET PROTECTION & NON-DISCLOSURE AGREEMENT

(Georgia-Law Form)

[// GUIDANCE: This is a sophisticated template drafted under the Georgia Trade Secrets Act of 1990 (“GTSA”), O.C.G.A. §§ 10-1-760 et seq. Replace all bracketed placeholders before use and confirm alignment with the parties’ factual circumstances.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
   A. Confidentiality & Use Restrictions
   B. Standard of Care
   C. Term; Return / Destruction
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

Trade Secret Protection & Non-Disclosure Agreement (this “Agreement”) made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [DISCLOSING PARTY LEGAL NAME], a [State] [Entity Type], having its principal place of business at [Address] (“Disclosing Party”); and
2. [RECIPIENT LEGAL NAME], a [State] [Entity Type], having its principal place of business at [Address] (“Recipient”).

A. Recitals

WHEREAS, Disclosing Party possesses valuable Trade Secrets (as defined below) and other Confidential Information;

WHEREAS, Recipient desires to receive such information solely for the Purpose (defined below) and is willing to protect it on the terms set forth herein; and

WHEREAS, the parties wish to evidence their mutual covenants and obligations with respect to the protection of Trade Secrets under the GTSA and applicable common law.

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

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Terms defined herein shall apply equally to singular and plural forms.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Confidential Information” – all non-public information disclosed by Disclosing Party to Recipient in any form that:
(a) is marked or identified as confidential at the time of disclosure, or
(b) by its nature or context a reasonable person would understand to be confidential,
including but not limited to business plans, customer lists, software, financial data, and Trade Secrets. Confidential Information excludes information that qualifies under Section III.A.4 (Permitted Exceptions).

“Misappropriation” – the acquisition, disclosure, or use of a Trade Secret by improper means or without authorization, as defined in O.C.G.A. § 10-1-761(2).

“Purpose” – [Describe specific project, evaluation, or transaction].

“Trade Secret” – information, without regard to form, that:
(a) derives economic value, actual or potential, from not being generally known or readily ascertainable by proper means by others 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 within the meaning of O.C.G.A. § 10-1-761(4).

III. OPERATIVE PROVISIONS

A. Confidentiality & Use Restrictions

1. Recipient shall:
   a. keep all Confidential Information in strict confidence;
   b. use the Confidential Information solely for the Purpose; and
   c. disclose Confidential Information only to its Representatives who (i) have a need to know for the Purpose, and (ii) are bound by written obligations at least as protective as those herein.
2. Recipient shall not, directly or indirectly, engage in any Misappropriation of Trade Secrets.
3. Recipient shall reproduce Disclosing Party’s proprietary notices on all copies.
4. Permitted Exceptions. Confidential Information does not include information that Recipient can demonstrate by contemporaneous records:
   i. is or becomes publicly available without breach of this Agreement;
   ii. is lawfully received from a third party without restriction;
   iii. is independently developed by Recipient without use of the Confidential Information; or
   iv. is approved in writing for release by Disclosing Party.

B. Standard of Care

Recipient shall protect Confidential Information using no less than the same degree of care it uses to protect its own confidential information of like nature, and in no event less than a commercially reasonable standard.

C. Term; Return / Destruction

1. Term. This Agreement commences on the Effective Date and continues until the earliest of:
   a. written termination by either party on 30 days’ notice; or
   b. execution of a superseding definitive agreement.
2. Continuing Obligation. Recipient’s obligations with respect to Trade Secrets survive for so long as such information remains a Trade Secret under applicable law; obligations with respect to non-trade-secret Confidential Information survive [five (5)] years from the Effective Date.
3. Upon written request, Recipient shall promptly return or certify destruction of all tangible embodiments of Confidential Information, except one archival copy may be retained solely for compliance purposes.

IV. REPRESENTATIONS & WARRANTIES

1. Disclosing Party represents that it has the right to disclose the Confidential Information to Recipient for the Purpose.
2. Each party represents that it has the full corporate power and authority to enter into and perform this Agreement.
3. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE INFORMATION IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

V. COVENANTS & RESTRICTIONS

1. No Reverse Engineering. Recipient shall not analyze, decompile, or reverse engineer any physical embodiment, software, or other materials containing Trade Secrets, except to the limited extent expressly permitted by non-waivable law.
2. No Circumvention. Recipient shall not contact Disclosing Party’s customers, suppliers, or employees identified in the Confidential Information except through Disclosing Party and solely for the Purpose.
3. Notice of Compelled Disclosure. Recipient shall promptly notify Disclosing Party of any subpoena or governmental request seeking Confidential Information and shall reasonably cooperate (at Disclosing Party’s expense) in resisting or narrowing such disclosure.

VI. DEFAULT & REMEDIES

1. Events of Default. Any Misappropriation, unauthorized disclosure, or material breach of Sections III or V constitutes a default.
2. Cure Period. Where a breach is curable, Recipient shall have five (5) business days after written notice to cure before additional remedies accrue.
3. Remedies. In the event of default, Disclosing Party may:
   a. seek immediate injunctive relief pursuant to Section VIII.D;
   b. pursue all other remedies available at law or in equity, including recovery of actual and exemplary damages pursuant to O.C.G.A. § 10-1-763; and
   c. recover reasonable attorneys’ fees and costs where Misappropriation is found to be willful, as permitted by O.C.G.A. § 10-1-764.

VII. RISK ALLOCATION

A. Indemnification (Recipient-Protection Duty)

Disclosing Party shall defend, indemnify, and hold harmless Recipient and its Representatives from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of (i) Disclosing Party’s breach of the representations in Section IV.1, or (ii) allegations that the Confidential Information, as provided, infringes or misappropriates any intellectual property right of such third party.

[// GUIDANCE: Modify scope and carve-outs (e.g., combination claims, modifications) to fit transaction risk profile.]

B. No Limitation of Liability

The parties agree that NO monetary cap applies to liabilities arising under this Agreement. Each party retains all rights and defenses under applicable law.

C. Insurance

Each party shall maintain commercially reasonable insurance to support its obligations hereunder and, upon request, furnish certificates of coverage.

D. Force Majeure

Neither party is liable for failure to perform (other than payment obligations and confidentiality) due to causes beyond its reasonable control, provided the affected party gives prompt notice and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

A. Governing Law

This Agreement, and any dispute arising out of or relating hereto, is governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-laws rules.

B. Forum Selection

Subject to the arbitration provisions below, the parties consent to exclusive jurisdiction and venue in the state courts located in Fulton County, Georgia.

C. Arbitration (Preferred)

1. Any controversy or claim arising out of or relating to this Agreement that cannot be resolved amicably within thirty (30) days shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect on the date of the demand.
2. The arbitration shall be conducted by a single arbitrator in Atlanta, Georgia.
3. Judgment on the award may be entered in any court of competent jurisdiction.
4. Notwithstanding the foregoing, either party may seek provisional or injunctive relief in any court of competent jurisdiction to protect Trade Secrets or to enforce Section VI.

D. Injunctive Relief

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and therefore agrees that Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders and preliminary or permanent injunctions, without the necessity of posting bond.

E. Jury Waiver

THE PARTIES KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, INCLUDING ANY ACTION TO ENFORCE OR VACATE AN ARBITRAL AWARD.

IX. GENERAL PROVISIONS

1. Amendment; Waiver. No amendment or waiver is effective unless in writing and signed by both parties. A waiver on one occasion is not a waiver of any subsequent breach.
2. Assignment. Neither party may assign or delegate this Agreement without prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets; provided, however, that Recipient may not assign to a competitor of Disclosing Party without consent. Any non-conforming assignment is void.
3. Successors. This Agreement binds and benefits the parties and their permitted successors and assigns.
4. Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force and the invalid provision shall be reformed to the minimum extent necessary to render it valid.
5. Integration. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements relating thereto.
6. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by .pdf or electronic signature), each of which is deemed an original and all of which together constitute one instrument.
7. Notices. All notices must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses first above written (or as later designated), and are deemed given upon receipt.

X. EXECUTION BLOCK

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

[// GUIDANCE: Georgia does not generally require notarization for NDAs; include notary blocks only if transaction policy or recording requirements necessitate.]