TRADE SECRET NON-DISCLOSURE AND PROTECTION AGREEMENT

( Michigan – Comprehensive Template )

[// GUIDANCE: This is a sophisticated model agreement drafted to comply with the Michigan Uniform Trade Secrets Act (“MUTSA”), Mich. Comp. Laws § 445.1901 et seq., and the instructions provided. Replace all bracketed, ALL-CAP placeholders with deal-specific information before execution. Remove all guidance comments prior to final issuance.]

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
Trade Secret Non-Disclosure and Protection Agreement (the “Agreement”)

1.2 Parties
This Agreement is entered into by and between:

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

1.3 Effective Date
This Agreement shall be effective as of [EFFECTIVE DATE] (the “Effective Date”).

1.4 Governing Law & Jurisdiction
This Agreement, and any dispute arising out of or related hereto, shall be governed by and construed in accordance with the Michigan Uniform Trade Secrets Act, Mich. Comp. Laws § 445.1901 et seq., and other applicable laws of the State of Michigan, without regard to conflict-of-laws principles.

1.5 Recitals
WHEREAS, Discloser possesses certain Confidential Information (as defined below), including Trade Secrets (as defined below); and
WHEREAS, Recipient desires access to such information solely for the Permitted Purpose (as defined below) and acknowledges the highly proprietary nature thereof;
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

The following terms, listed alphabetically, shall have the meanings set forth below:

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means the direct or indirect ownership of 50% or more of the voting securities or other ownership interest.

“Confidential Information” – all information disclosed by Discloser to Recipient in any form that (a) is identified as confidential or proprietary, or (b) a reasonable person would understand to be confidential due to the nature of the information or circumstances of disclosure. Confidential Information includes, without limitation, Trade Secrets, business plans, customer lists, product designs, pricing, and any copies or derivatives thereof.

“Misappropriation” – acquisition, disclosure, or use of a Trade Secret by improper means or without express or implied consent, as further defined in Mich. Comp. Laws § 445.1902(b).

“Permitted Purpose” – [SPECIFY – e.g., evaluation of a potential business transaction between the Parties].

“Recipient Representative” – any director, officer, employee, agent, advisor, subcontractor, or Affiliate of Recipient who (a) has a bona fide need to know Confidential Information for the Permitted Purpose, and (b) is bound by written obligations of confidentiality and non-use at least as protective as those contained herein.

“Trade Secret” – information, including a formula, pattern, compilation, program, device, method, technique, or process, that (a) derives independent economic value from not being generally known or readily ascertainable by others who could obtain economic value from its disclosure or use, and (b) is subject to efforts that are reasonable under the circumstances to maintain its secrecy, as defined in Mich. Comp. Laws § 445.1902(d).

[// GUIDANCE: Add or remove defined terms to match transaction specifics, ensuring cross-references remain accurate.]

3. OPERATIVE PROVISIONS

3.1 Disclosure & Use
a. Discloser may disclose Confidential Information to Recipient on a non-exclusive, revocable basis.
b. Recipient shall use Confidential Information solely for the Permitted Purpose and for no other purpose, commercial or otherwise, without the prior written consent of Discloser.

3.2 Standard of Care
Recipient shall 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 less than a commercially reasonable standard of care.

3.3 Recipient Representatives
Recipient shall restrict disclosure of Confidential Information to Recipient Representatives who (a) have a need to know for the Permitted Purpose, and (b) have executed enforceable written confidentiality obligations. Recipient shall be liable for any breach of this Agreement by Recipient Representatives.

3.4 Exclusions
The obligations herein shall not apply to information that Recipient can demonstrate by competent evidence:
(i) was lawfully in Recipient’s possession without restriction prior to receipt from Discloser;
(ii) is or becomes publicly available through no breach of this Agreement;
(iii) is independently developed by Recipient without reference to or use of Confidential Information; or
(iv) is disclosed pursuant to a valid court order or other governmental directive, provided Recipient gives prompt written notice to Discloser and cooperates in seeking confidential treatment.

3.5 Duration of Obligations
a. Confidential Information that does not constitute a Trade Secret shall be protected for a period of [X] years from the Effective Date.
b. Trade Secrets shall be protected for so long as they remain Trade Secrets under applicable law.

3.6 Return or Destruction
Upon the earlier of (i) written request by Discloser, or (ii) termination of this Agreement, Recipient shall promptly return or destroy all Confidential Information (including copies) and certify such destruction in writing, except that Recipient may retain one archival copy solely for compliance purposes.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority
Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that such execution and performance will not violate any other agreement or legal obligation.

4.2 Disclaimers
EXCEPT AS EXPRESSLY STATED IN THIS SECTION, DISCLOSER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

4.3 Survival
All representations and warranties herein shall survive the expiration or termination of this Agreement for the applicable statute of limitations period.

5. COVENANTS & RESTRICTIONS

5.1 Compliance Measures
Recipient shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Confidential Information and Trade Secrets against unauthorized access, disclosure, or use.

5.2 Notice of Unauthorized Disclosure
Recipient shall promptly (and in no event later than 48 hours after discovery) notify Discloser in writing of any actual or suspected Misappropriation, breach, or unauthorized access to Confidential Information and cooperate fully with Discloser in mitigating any resulting harm.

5.3 No Reverse Engineering
Recipient shall not analyze, disassemble, decompile, reverse engineer, or otherwise attempt to discover the structure, composition, or underlying ideas of any Confidential Information, except to the limited extent permitted by applicable law notwithstanding contractual restriction.

6. DEFAULT & REMEDIES

6.1 Events of Default
The following constitute Events of Default:
a. Any Misappropriation by Recipient or its Representatives;
b. Breach of Sections 3, 5, or 7 by Recipient;
c. Material misrepresentation in connection with this Agreement.

6.2 Cure Period
If an Event of Default is reasonably curable, Recipient shall have [10] calendar days from receipt of Discloser’s written notice to cure. No cure period applies to intentional Misappropriation.

6.3 Injunctive Relief
Recipient acknowledges that any breach of this Agreement may cause Discloser irreparable harm for which monetary damages may be insufficient. Accordingly, Discloser shall be entitled to immediate injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction, without the necessity of posting bond or showing actual damages. This right is cumulative and in addition to any other rights or remedies available at law or in equity.

6.4 Damages
In addition to equitable relief, Discloser may recover (i) actual damages, (ii) exemplary damages up to twice the amount of actual damages for willful and malicious Misappropriation pursuant to Mich. Comp. Laws § 445.1904(2), and (iii) reasonable attorney fees and costs where permitted by Mich. Comp. Laws § 445.1905.

7. RISK ALLOCATION

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

7.2 Limitation of Liability
[INTENTIONALLY OMITTED – NO LIABILITY CAP PER INSTRUCTIONS]

7.3 Insurance
[OPTIONAL] Recipient shall maintain, at its own expense, commercially reasonable insurance coverage sufficient to support its indemnity obligations herein, naming Discloser as an additional insured upon request.

7.4 Force Majeure
Neither Party shall be liable for failure to perform its obligations (other than payment or confidentiality obligations) if such failure results from events beyond its reasonable control, including natural disasters, acts of war, terrorism, or government actions, provided the affected Party promptly notifies the other and uses diligent efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement shall be governed by the laws of the State of Michigan without regard to conflict-of-laws rules.

8.2 Preferred Arbitration
Except for actions seeking injunctive or equitable relief under Section 6.3, any dispute, claim, or controversy arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect.
a. Seat & Venue: [DETROIT, MICHIGAN].
b. Tribunal: One (1) arbitrator (or three (3) if the amount in controversy exceeds [$____]), experienced in trade secret matters.
c. Language: English.
d. Award: The arbitrator’s award shall be final and binding and may be entered in any court of competent jurisdiction.

8.3 Forum Selection & Jurisdiction
For purposes of (i) injunctive or equitable relief, (ii) enforcement of this Agreement, or (iii) enforcement of an arbitration award, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Michigan.

8.4 Jury Trial Waiver
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Attorneys’ Fees
The prevailing Party in any arbitration or judicial proceeding shall be entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief granted.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers
This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

9.2 Assignment
Neither Party may assign or delegate its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, except that Discloser may assign this Agreement to a successor-in-interest in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.

9.3 Successors & Assigns
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted or reformed to the minimum extent necessary to render it valid and enforceable.

9.5 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

9.6 Counterparts & Electronic Signatures
This Agreement may be executed in one or more counterparts (including by facsimile or PDF), each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be deemed to have the same legal effect as originals.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Trade Secret Non-Disclosure and Protection Agreement to be executed by their duly authorized representatives as of the Effective Date.

[OPTIONAL NOTARY BLOCK – Insert if notarization is required under applicable corporate formalities or internal policies.]

[// GUIDANCE: After completing all placeholders, perform a final consistency check (defined terms, section cross-references, numbering, and schedules). Consider attaching a Schedule of Trade Secret Security Measures or additional protective covenants if warranted by the transaction’s complexity.]