NORTH CAROLINA TRADE SECRET NON-DISCLOSURE AND PROTECTION AGREEMENT

[// GUIDANCE: Replace bracketed placeholders with client-specific information. Remove all guidance comments prior to execution.]

I. DOCUMENT HEADER

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

1. [DISCLOSING PARTY LEGAL NAME], a [state/country] [entity type], having its principal place of business at [address] (“Discloser”); and
2. [RECEIVING PARTY LEGAL NAME], a [state/country] [entity type], having its principal place of business at [address] (“Recipient,” and together with Discloser, the “Parties,” and each, a “Party”).

Recitals

A. Discloser possesses valuable confidential and trade secret information, including without limitation technical, financial, commercial, and strategic information.
B. Recipient desires to receive such information solely for the [Describe Purpose – e.g., evaluation of potential business relationship] (the “Purpose”).
C. The Parties wish to define their rights and obligations concerning such information under the North Carolina Trade Secrets Protection Act (“NCTSPA”) and applicable common law.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Confidentiality Obligations
3. Use and Safeguarding of Trade Secrets
4. Exclusions
5. Term and Return/Destruction of Materials
6. Representations & Warranties
7. Covenants & Compliance
8. Events of Default
9. Remedies
10. Indemnification
11. Dispute Resolution
12. General Provisions
13. Execution

1. DEFINITIONS

[// GUIDANCE: Definitions appear in alphabetical order for ease of reference.]

1.1 “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.

1.2 “Confidential Information” means any non-public information disclosed by or on behalf of Discloser to Recipient, whether orally, visually, electronically, or in writing, including Trade Secrets and all notes, analyses, compilations, and derivatives thereof.

1.3 “Misappropriation” has the meaning set forth in the NCTSPA and includes (a) acquisition of a Trade Secret by improper means, or (b) disclosure or use of a Trade Secret without express or implied consent.

1.4 “Representatives” means a Party’s and its Affiliates’ officers, directors, employees, agents, attorneys, accountants, consultants, and prospective financing sources who have a need to know the Confidential Information for the Purpose and who are bound by written obligations at least as protective as those in this Agreement.

1.5 “Trade Secret” means information, including technical and non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, or processes that:
(a) derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by 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.

1.6 “Purpose” has the meaning set forth in the Recitals.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Non-Disclosure. Recipient shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any person other than its Representatives.

2.2 Standard of Care. Recipient shall protect the confidentiality of Confidential Information using at least the same degree of care it uses for its own information of like sensitivity, but in no event less than a commercially reasonable standard of care.

2.3 Recipient Liability for Representatives. Recipient shall be liable for any breach of this Agreement by its Representatives as though committed by Recipient.

3. USE AND SAFEGUARDING OF TRADE SECRETS

3.1 Permitted Use. Recipient shall use the Confidential Information solely for the Purpose and for no other purpose whatsoever without Discloser’s prior written consent.

3.2 Prohibited Actions. Without limiting other obligations, Recipient shall not:
(a) reverse engineer, disassemble, decompile, or otherwise attempt to derive the composition or underlying information of any Trade Secret;
(b) remove or fail to reproduce any proprietary rights notices; or
(c) use Confidential Information in any manner detrimental to Discloser.

3.3 Compliance with Laws. Recipient shall comply with all applicable U.S. export control and trade sanctions laws regarding the transfer or access of Confidential Information.

4. EXCLUSIONS

4.1 Information shall not constitute Confidential Information if Recipient demonstrates by competent written evidence that such information:
(a) is or becomes publicly available through no breach of this Agreement;
(b) was lawfully in Recipient’s possession prior to disclosure by Discloser;
(c) is lawfully obtained from a third party without restriction; or
(d) is independently developed without reference to or use of Discloser’s Confidential Information.

4.2 Specific Disclosures Required by Law. If Recipient is required by a valid court order or governmental demand to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser and reasonably cooperate to seek confidential treatment or protective order.

5. TERM AND RETURN/DESTRUCTION OF MATERIALS

5.1 Term. This Agreement commences on the Effective Date and continues for [TERM, e.g., three (3) years] unless earlier terminated in writing.

5.2 Survival of Obligations. Notwithstanding anything to the contrary, obligations with respect to Trade Secrets survive so long as such information qualifies as a trade secret under applicable law.

5.3 Return/Destruction. Upon the earlier of (a) Discloser’s written request or (b) termination or expiration of this Agreement, Recipient shall promptly (i) return or, at Discloser’s option, destroy all tangible embodiments of Confidential Information, and (ii) certify in writing such return or destruction.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual Authority. Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) it has full corporate/organizational power and authority to enter into this Agreement; and
(c) its execution and performance of this Agreement do not violate any other agreement or legal obligation.

6.2 Discloser Disclaimer. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. COVENANTS & COMPLIANCE

7.1 Security Program. Recipient shall implement and maintain administrative, technical, and physical safeguards that are reasonably designed to (a) ensure the confidentiality, integrity, and availability of Confidential Information, and (b) protect against anticipated threats or hazards and unauthorized access or use.

7.2 Notice of Breach. Recipient shall immediately (and in any event within forty-eight (48) hours) notify Discloser in writing of any suspected or actual unauthorized access, use, or disclosure of Confidential Information.

7.3 Audit Rights. Upon reasonable notice and during normal business hours, Discloser may audit Recipient’s compliance with this Agreement, provided that Discloser uses commercially reasonable efforts to minimize disruption to Recipient’s business.

8. EVENTS OF DEFAULT

8.1 Default. Any of the following constitutes an “Event of Default”:
(a) Recipient’s breach of Sections 2, 3, 5, 7, 10, or 11;
(b) Recipient’s failure to cure any other breach within ten (10) days after written notice; or
(c) Recipient’s insolvency, bankruptcy filing, or assignment for the benefit of creditors.

9. REMEDIES

9.1 Injunctive Relief. Recipient acknowledges that any breach will cause Discloser irreparable harm for which monetary damages are inadequate, and that Discloser is entitled, without bond or proof of actual damages, to temporary, preliminary, and permanent injunctive relief.

9.2 Monetary Damages. In addition to equitable relief, Discloser may recover (a) actual damages, (b) exemplary damages of up to twice the amount of actual damages for willful and malicious Misappropriation, and (c) attorney’s fees and costs where permitted by law.

9.3 Cumulative Remedies. All rights and remedies are cumulative and not exclusive of any other rights or remedies provided by law or equity.

10. INDEMNIFICATION

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

10.2 Indemnification Procedure. Discloser shall promptly notify Recipient in writing of any claim, allow Recipient sole control of the defense and settlement (provided that any settlement includes a full release of Discloser Indemnitees and imposes no affirmative obligations), and provide reasonable assistance at Recipient’s expense.

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflicts-of-law principles.

11.2 Good-Faith Negotiation. The Parties shall first attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by negotiations between executives who have authority to settle the controversy.

11.3 Binding Arbitration. If the matter is not resolved within thirty (30) days of notice of dispute, it shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in effect on the date of the demand.
(a) Seat: [County], North Carolina.
(b) Panel: One (1) arbitrator experienced in commercial trade secret disputes.
(c) Discovery: Limited to that reasonably necessary for a full and fair hearing.
(d) Award: The arbitrator may award any relief available at law or in equity, consistent with Section 9.
(e) Confidentiality: The arbitration, including existence, content, and award, shall be Confidential Information.

11.4 Injunctive Carve-Out. Notwithstanding Section 11.3, a Party may seek injunctive or other equitable relief for breach of this Agreement in any court of competent jurisdiction without posting bond.

11.5 Forum Selection. For any court proceedings permitted under this Agreement, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [County], North Carolina.

11.6 Jury Trial Waiver. EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

12. GENERAL PROVISIONS

12.1 Amendment; Waiver. No amendment or waiver of any provision of this Agreement is effective unless in a writing signed by both Parties. A waiver on one occasion is not a waiver on any subsequent occasion.

12.2 Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Discloser may assign this Agreement without consent (a) to an Affiliate or (b) in connection with a merger, acquisition, or sale of substantially all its assets.

12.3 Successors and Assigns. This Agreement binds and benefits the Parties and their respective permitted successors and assigns.

12.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision is deemed modified to the minimum extent necessary to render it valid and enforceable.

12.5 Entire Agreement. This Agreement constitutes the entire understanding between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, whether written or oral.

12.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by PDF or electronic signature), each of which is deemed an original, and together constitute one instrument.

12.7 No Implied License. Except as expressly provided, nothing herein grants Recipient any license or other rights under any patent, trademark, copyright, or other intellectual property right of Discloser.

12.8 No Publicity. Recipient shall not, without Discloser’s prior written consent, disclose the existence or terms of this Agreement or use Discloser’s name or trademarks in any publicity, advertising, or marketing.

13. EXECUTION

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

[OPTIONAL NOTARY BLOCKS – insert if required under local practice]

[// GUIDANCE:
1. Insert any schedules (e.g., disclosure schedules, lists of representatives, or supplemental security requirements) after the execution page.
2. Confirm compliance with any industry-specific regulatory requirements (e.g., ITAR, HIPAA, GLBA).
3. For multi-state operations, consider adding a conflicts-of-law savings clause addressing the Uniform Trade Secrets Act variations.
4. Remove “no liability cap” language only if Parties later agree to a negotiated limitation of liability.
]

© [YEAR] [LAW FIRM/COMPANY NAME]. All rights reserved.

DISCLAIMER (REMOVE BEFORE CLIENT DELIVERY):
This template is provided for general informational purposes and does not constitute legal advice. Tailor all provisions to the specific facts and applicable law, and consult competent counsel before use.