TRADE SECRET PROTECTION AND NON-DISCLOSURE AGREEMENT

(Maryland)

[// GUIDANCE: This template is organized to mirror sophisticated commercial agreements and to comply with Maryland’s adoption of the Uniform Trade Secrets Act, Md. Code Ann., Com. Law §§ 11-1201 et seq. (“MUTSA”). Bracketed items must be customized for each engagement.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Title & Parties

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 Disclosing Party], a [● entity type] organized under the laws of [● state] with its principal place of business at [●] (“Disclosing Party”); and

(b) [● Full Legal Name of Receiving Party], a [● entity type] organized under the laws of [● state] with its principal place of business at [●] (“Receiving Party”).

Disclosing Party and Receiving Party are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

1.2 Recitals

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

WHEREAS, Receiving Party desires to receive such information solely for the Permitted Purpose (defined below) and is willing to protect such information in accordance with this Agreement; and

WHEREAS, the Parties intend for this Agreement to be governed by, and construed in accordance with, the Maryland Uniform Trade Secrets Act and other applicable Maryland law.

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

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. All capitalized terms used but not defined in a given Section have the meanings ascribed in this Section 2.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with such Party.

“Confidential Information” means all non-public, proprietary, or confidential information disclosed by Disclosing Party to Receiving Party, whether oral, visual, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation Trade Secrets.

“Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“Misappropriation” has the meaning set forth in Md. Code Ann., Com. Law § 11-1201(c).

“Permitted Purpose” means [● describe specific transaction, evaluation, or relationship purpose].

“Trade Secret” has the meaning set forth in Md. Code Ann., Com. Law § 11-1201(e) and includes, without limitation, information, including a formula, pattern, compilation, program, device, method, technique, or process, that:
(a) derives independent economic value, actual or potential, from not being generally known to, and not being 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.

[// GUIDANCE: Insert any additional defined terms in alphabetical order.]

3. OPERATIVE PROVISIONS

3.1 Disclosure & Use

(a) Disclosing Party may disclose Confidential Information to Receiving Party solely for the Permitted Purpose.
(b) Receiving Party shall use Confidential Information exclusively for the Permitted Purpose and for no other purpose without Disclosing Party’s prior written consent.

3.2 Standard of Care

Receiving Party shall:
(i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance (but in no event using less than a commercially reasonable standard of care);
(ii) restrict disclosure of Confidential Information to its employees, officers, directors, agents, and Representatives who (A) have a need to know such information for the Permitted Purpose and (B) are bound by confidentiality obligations at least as protective as those herein; and
(iii) be liable for any breach of this Agreement by its Representatives.

3.3 Exclusions

Confidential Information does not include information that Receiving Party can demonstrate through competent evidence:
(a) is or becomes publicly available without breach of this Agreement;
(b) was lawfully known to Receiving Party prior to disclosure by Disclosing Party;
(c) is rightfully received from a third party without restriction; or
(d) is independently developed by Receiving Party without reference to or use of Disclosing Party’s Confidential Information.

3.4 Compelled Disclosure

If Receiving Party is legally compelled by court order, subpoena, or similar process to disclose any Confidential Information, it shall, to the extent permitted by law, provide Disclosing Party with prompt written notice to allow Disclosing Party to seek a protective order or other appropriate remedy. Receiving Party shall disclose only that portion of the Confidential Information that is legally required and shall use commercially reasonable efforts to obtain confidential treatment for any such information so disclosed.

3.5 Ownership; No License

All Confidential Information is and shall remain the sole and exclusive property of Disclosing Party. No license or other rights, express or implied, are granted to Receiving Party under any patents, copyrights, Trade Secrets, trademarks, or other intellectual property rights of Disclosing Party by way of disclosure under this Agreement.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation;
(b) it has full power and authority to enter into and perform this Agreement;
(c) execution and performance of this Agreement have been duly authorized by all necessary corporate or other organizational actions; and
(d) this Agreement constitutes a legal, valid, and binding obligation enforceable against such Party in accordance with its terms.

4.2 Disclosing Party Representation

Disclosing Party represents that it has the right to disclose the Confidential Information to Receiving Party for the Permitted Purpose.

[// GUIDANCE: Insert any deal-specific warranties or materiality qualifiers here.]

4.3 Survival

All representations and warranties in this Section 4 survive for a period of [● two (2) years] following the expiration or earlier termination of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Laws

Each Party shall comply with all applicable federal, state, and local laws, rules, and regulations, including without limitation export control laws, in connection with the exercise of its rights and performance of its obligations under this Agreement.

5.2 Return or Destruction

Upon the earlier of (i) Disclosing Party’s written request or (ii) termination or expiration of this Agreement, Receiving Party shall promptly (a) return or destroy all tangible embodiments of Confidential Information and (b) permanently delete all electronic files containing Confidential Information, certifying in writing its compliance with this Section 5.2. Notwithstanding the foregoing, Receiving Party may retain one archival copy solely for purposes of monitoring compliance with this Agreement or as required by applicable law.

5.3 Notice of Misappropriation

Receiving Party shall promptly notify Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information or any other Misappropriation, and shall cooperate with Disclosing Party to halt and remediate such Misappropriation.

5.4 No Reverse Engineering

Receiving Party shall not analyze, reverse engineer, disassemble, or decompile any tangible objects or software comprising Confidential Information, except to the extent expressly permitted by applicable law notwithstanding this contractual prohibition.

6. DEFAULT & REMEDIES

6.1 Events of Default

The following constitute “Events of Default”:
(a) any breach of Section 3 (Operative Provisions) or Section 5 (Covenants & Restrictions);
(b) any Misappropriation of Trade Secrets by Receiving Party or its Representatives; or
(c) a Party’s material breach of any other provision that is not cured within ten (10) days after written notice from the non-breaching Party.

6.2 Notice & Cure

Except for breaches involving Misappropriation (for which no cure period is required), the non-breaching Party shall provide written notice specifying the nature of the breach and may pursue remedies only if the breaching Party fails to cure within the cure period set forth in Section 6.1(c).

6.3 Graduated Remedies

(a) Injunctive Relief (Mandatory). The Parties agree that any Misappropriation or threatened Misappropriation would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Disclosing Party is entitled to seek immediate injunctive or other equitable relief without having to post bond, in addition to any other remedies available at law or in equity.
(b) Actual Damages. Disclosing Party may recover damages for Misappropriation in accordance with Md. Code Ann., Com. Law § 11-1203(a).
(c) Exemplary Damages. In cases of willful and malicious Misappropriation, Disclosing Party may recover exemplary damages up to two (2) times the amount of actual damages as permitted under Md. Code Ann., Com. Law § 11-1203(b).
(d) Attorney Fees. The prevailing Party in any action or arbitration arising under this Agreement is entitled to recover its reasonable attorney fees and costs, including expert witness fees, pursuant to Md. Code Ann., Com. Law § 11-1204 and Section 8.4 below.

7. RISK ALLOCATION

7.1 Indemnification by Receiving Party

Receiving Party shall indemnify, defend, and hold harmless Disclosing Party and its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Indemnified Parties”), from and against any and all losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorney fees) arising out of or relating to:
(a) any breach of this Agreement by Receiving Party or its Representatives; or
(b) any Misappropriation or alleged Misappropriation of Confidential Information by Receiving Party or its Representatives.

[// GUIDANCE: Delete or revise subsections if mutual indemnity is desired.]

7.2 Limitation of Liability

NO LIMITATION OF LIABILITY SHALL APPLY TO (i) WILLFUL MISCONDUCT, (ii) FRAUD, (iii) MISAPPROPRIATION OF TRADE SECRETS, OR (iv) INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.1. [// GUIDANCE: “No_cap” directive implemented—no monetary caps provided.]

7.3 Insurance

Receiving Party shall maintain commercially reasonable insurance coverage, including cyber liability or technology errors & omissions coverage where appropriate, sufficient to satisfy its obligations under this Agreement and shall provide certificates of insurance upon request.

7.4 Force Majeure

Neither Party is liable for any delay or failure to perform (except payment obligations and confidentiality obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, government orders, or failures of third-party service providers (“Force Majeure Event”), provided the affected Party gives prompt written notice and uses diligent efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement, and any dispute, claim, or controversy arising out of or relating to it, is governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict-of-laws principles.

8.2 Arbitration (Preferred Forum)

(a) Scope. Except as provided in Section 8.3 (Injunctive Relief), any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect on the date arbitration is filed.
(b) Seat & Venue. The seat of arbitration and the hearing location shall be [● Baltimore, Maryland].
(c) Arbitrators. The tribunal shall consist of a single arbitrator competent in commercial trade secret matters, appointed in accordance with AAA rules.
(d) Authority. The arbitrator may award any remedy available at law or in equity (including attorney fees under Section 8.4) but shall have no authority to award punitive damages except as permitted under Section 6.3(c).
(e) FAA. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

8.3 Injunctive Relief Reservation

Notwithstanding Section 8.2, either Party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in a court of competent jurisdiction located in the State of Maryland to prevent or curtail Misappropriation or to enforce Section 3 or Section 5, without waiving its right to arbitrate all other issues.

8.4 Attorney Fees; Costs

The arbitrator or court shall award the prevailing Party its reasonable attorney fees, costs, and expenses, including expert fees, incurred in connection with any dispute arising out of this Agreement.

8.5 Jury Trial Waiver

TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

9. GENERAL PROVISIONS

9.1 Term & Termination

(a) Term. This Agreement commences on the Effective Date and continues for [● two (2) years] unless earlier terminated under this Section 9.1.
(b) Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days’ prior written notice.
(c) Survival. Sections 2, 3, 5, 6, 7, 8, 9 (to the extent applicable), and any defined terms shall survive expiration or termination.

9.2 Amendment & Waiver

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. No waiver is effective unless in writing and signed by the waiving Party.

9.3 Assignment

Neither Party may assign or delegate this Agreement or its rights or obligations hereunder, whether voluntarily, by operation of law, or otherwise, without the prior written consent of the other Party, except that Disclosing Party may assign this Agreement without consent in connection with a change of control, merger, or sale of substantially all of its assets. Any purported assignment in violation of this Section 9.3 is void.

9.4 Severability & Reformation

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect. The Parties intend that any invalid or unenforceable provision be reformed to the minimum extent necessary to render it valid and enforceable while preserving its original intent.

9.5 Integration

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements and understandings.

9.6 Counterparts; Electronic Signatures

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 via electronic means (including PDF or reputable e-signature platforms) are deemed effective and binding.

9.7 Notices

All notices shall be in writing and deemed given (i) when delivered personally, (ii) one (1) business day after being sent by nationally recognized overnight courier, or (iii) three (3) business days after being mailed by certified mail, return receipt requested, to the addresses set forth below (or such other address designated by notice).

• If to Disclosing Party:
 [NAME]
 [ADDRESS]
 Attention: [●]
 Email: [●]

• If to Receiving Party:
 [NAME]
 [ADDRESS]
 Attention: [●]
 Email: [●]

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.

[// GUIDANCE: Add notarization or witness blocks only if required by the Parties’ internal policies or specific transaction needs; Maryland law generally does not mandate notarization for NDAs.]

End of Document