NEVADA TRADE SECRET PROTECTION AND NON-DISCLOSURE AGREEMENT
(Comprehensive Template – Court-Ready Draft)
[// GUIDANCE: This template is intentionally broad. Delete any provisions inapplicable to your transaction and tailor bracketed items before execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purpose; Permitted Use
- Confidentiality Obligations
- Standard of Care & Protective Measures
- Ownership; No License
- Return, Destruction, and Certification
- Representations & Warranties
- Covenants & Restrictions
- Term; Termination; Survival
- Default & Remedies
- Indemnification (Recipient Protection Duty)
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Agreement Title: Nevada Trade Secret Protection and Non-Disclosure Agreement
1.2 Effective Date: [●] (“Effective Date”)
1.3 Parties:
(a) “[DISCLOSING PARTY]”, a [●] organized under the laws of [●], with principal place of business at [●] (“Discloser”); and
(b) “[RECEIVING PARTY]”, a [●] organized under the laws of [●], with principal place of business at [●] (“Recipient”).
1.4 Governing Law: State of Nevada, exclusive reference to the Nevada Uniform Trade Secrets Act, Nev. Rev. Stat. § 600A.010 et seq.
1.5 Consideration: Mutual promises of confidentiality and other good and valuable consideration, the receipt and sufficiency of which are acknowledged.
2. DEFINITIONS
[// GUIDANCE: Definitions are alphabetical; delete or add terms as necessary.]
2.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
2.2 “Confidential Information” means all non-public information disclosed by Discloser to Recipient, in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation Trade Secrets.
2.3 “Misappropriation” has the meaning set forth in Nev. Rev. Stat. § 600A.030(5).
2.4 “Representatives” means a Party’s and its Affiliates’ directors, officers, employees, agents, and professional advisors who (i) have a need to know the Confidential Information and (ii) are bound by confidentiality duties no less protective than this Agreement.
2.5 “Trade Secret” has the meaning set forth in Nev. Rev. Stat. § 600A.030(5) and includes, without limitation, any 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, other 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.
2.6 “Unauthorized Disclosure” means any disclosure or use of Confidential Information in contravention of this Agreement, including, without limitation, any Misappropriation.
3. PURPOSE; PERMITTED USE
3.1 Purpose. Recipient desires to evaluate, pursue, or consummate [● describe transaction/project] (the “Permitted Purpose”) and requires access to Discloser’s Confidential Information solely for that purpose.
3.2 Limited License. Discloser hereby grants Recipient a revocable, non-exclusive, non-transferable, royalty-free license to use the Confidential Information solely to accomplish the Permitted Purpose, subject to the terms of this Agreement. No other license, by implication or otherwise, is granted.
4. CONFIDENTIALITY OBLIGATIONS
4.1 Non-Disclosure. Recipient shall:
(a) hold all Confidential Information in strict confidence;
(b) not disclose Confidential Information to any person other than its Representatives, except as expressly permitted; and
(c) use the Confidential Information solely for the Permitted Purpose.
4.2 Representatives’ Compliance. Recipient shall ensure that its Representatives comply with all obligations herein and shall be liable for any breach by its Representatives.
4.3 Compelled Disclosure. If Recipient is legally compelled to disclose any Confidential Information, Recipient shall:
(a) provide Discloser with prompt written notice (unless prohibited by law);
(b) cooperate with Discloser’s lawful efforts to seek protective measures; and
(c) disclose only that portion of Confidential Information legally required to be disclosed.
4.4 Exclusions. Confidential Information does not include information that Recipient can demonstrate by competent evidence:
(i) is or becomes publicly available without breach of this Agreement;
(ii) was in Recipient’s lawful possession before receipt from Discloser;
(iii) is rightfully received from a third party without breach of any obligation of confidentiality; or
(iv) is independently developed by Recipient without use of or reference to the Confidential Information.
5. STANDARD OF CARE & PROTECTIVE MEASURES
5.1 Degree 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, and in no event less than a commercially reasonable standard of care.
5.2 Security Measures. Recipient shall implement and maintain physical, technical, and administrative safeguards that comply with applicable law and industry best practices to prevent Unauthorized Disclosure.
6. OWNERSHIP; NO LICENSE
6.1 Ownership. All Confidential Information and all intellectual property rights therein are and shall remain the exclusive property of Discloser.
6.2 No Implied Rights. Except as expressly provided in Section 3.2, nothing in this Agreement grants Recipient any right, title, interest, or license under any patent, trademark, copyright, or other intellectual property right of Discloser.
7. RETURN, DESTRUCTION, AND CERTIFICATION
7.1 Upon the earlier of (i) Discloser’s written request or (ii) termination of this Agreement, Recipient shall promptly, and in any event within ten (10) days:
(a) return or destroy all tangible embodiments of Confidential Information;
(b) permanently delete all electronic copies from systems and storage; and
(c) certify in writing its compliance with this Section.
7.2 Litigation Hold. Notwithstanding Section 7.1, Recipient may retain one (1) archival copy of Confidential Information as required to comply with applicable law, regulation, or bona fide litigation hold, provided such copy remains subject to this Agreement.
8. REPRESENTATIONS & WARRANTIES
8.1 Mutual Authority. Each Party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement.
8.2 Discloser Warranty. Discloser represents that it has the right to disclose the Confidential Information for the Permitted Purpose.
8.3 Recipient Warranty. Recipient represents that it will not make Unauthorized Disclosures and will comply with all applicable export control and data privacy laws.
8.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DISCLOSER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.
9. COVENANTS & RESTRICTIONS
9.1 No Reverse Engineering. Recipient shall not disassemble, decompile, or reverse engineer any tangible objects or software embodying Confidential Information.
9.2 Notice of Misappropriation. Recipient shall immediately notify Discloser in writing of any actual or suspected Misappropriation or Unauthorized Disclosure and shall cooperate fully with Discloser to mitigate harm.
9.3 Compliance Audits. Upon reasonable advance written notice, Discloser may audit Recipient’s compliance with this Agreement. Recipient shall provide access to relevant records and personnel, subject to reasonable confidentiality and security requirements.
10. TERM; TERMINATION; SURVIVAL
10.1 Term. This Agreement commences on the Effective Date and continues until the fifth (5th) anniversary of the Effective Date, unless earlier terminated by either Party upon thirty (30) days’ prior written notice.
10.2 Survival. Recipient’s obligations with respect to Trade Secrets survive for so long as such information remains a Trade Secret under applicable law. All other obligations survive for the longer of (i) three (3) years post-termination or (ii) as required by Nev. Rev. Stat. § 600A.040–050.
11. DEFAULT & REMEDIES
11.1 Events of Default. Any Unauthorized Disclosure or Misappropriation constitutes a material default (“Event of Default”).
11.2 Notice & Cure. Upon occurrence of an Event of Default, Discloser shall provide written notice to Recipient. If the Event of Default is curable, Recipient shall have five (5) days to cure.
11.3 Injunctive Relief. Pursuant to Nev. Rev. Stat. § 600A.040, Recipient acknowledges that Misappropriation of Trade Secrets may cause irreparable harm for which money damages are inadequate, and consents to injunctive relief—preliminary, temporary, or permanent—without the necessity of posting bond to the maximum extent permitted by law.
11.4 Monetary Damages. Subject to Nev. Rev. Stat. § 600A.050, Discloser may recover actual damages, unjust enrichment, and, in cases of willful and malicious Misappropriation, exemplary damages up to twice the amount of actual damages.
11.5 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs in accordance with Nev. Rev. Stat. § 600A.060.
12. INDEMNIFICATION (RECIPIENT PROTECTION DUTY)
12.1 Recipient Indemnity. Recipient shall defend, indemnify, and hold harmless Discloser, its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Discloser Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Recipient’s or its Representatives’ breach of this Agreement;
(b) Misappropriation or Unauthorized Disclosure of Confidential Information; or
(c) Recipient’s violation of applicable laws in connection with the Confidential Information.
12.2 Indemnification Procedure. Discloser shall promptly notify Recipient of any claim subject to indemnity; failure to provide timely notice does not relieve Recipient except to the extent materially prejudiced. Recipient shall not settle any claim without Discloser’s prior written consent if the settlement imposes any non-monetary obligation on Discloser.
13. RISK ALLOCATION
13.1 Limitation of Liability. THE PARTIES AGREE THAT NO LIMITATION OF LIABILITY SHALL APPLY; ALL LIABILITY IS UNCAPPED.
13.2 Insurance. Recipient shall maintain, at its own expense, commercial general liability and cyber/privacy liability insurance in commercially reasonable amounts, naming Discloser as an additional insured upon request.
13.3 Force Majeure. Neither Party shall be liable for delays or failures to perform resulting from causes beyond its reasonable control (“Force Majeure Event”); however, Force Majeure does not excuse Recipient’s confidentiality obligations.
14. DISPUTE RESOLUTION
14.1 Governing Law. This Agreement and any dispute arising hereunder are governed by and construed in accordance with the laws of the State of Nevada, without regard to conflicts of law principles.
14.2 Arbitration. Except for (i) actions seeking injunctive relief under Section 11.3 or (ii) claims that must be filed in small-claims court, any dispute shall be finally resolved by binding arbitration administered by [American Arbitration Association/JAMS] under its [Commercial Arbitration Rules]. The seat of arbitration shall be [Las Vegas, Nevada]. Judgment upon the award may be entered in any court of competent jurisdiction.
14.3 Forum Selection. For actions not subject to arbitration, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in Clark County, Nevada.
14.4 Jury Trial Waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.5 Equitable Relief Preservation. Nothing in this Section limits Discloser’s right to seek or obtain injunctive relief or other equitable remedies for Misappropriation in any competent court, as contemplated in Section 11.3.
15. GENERAL PROVISIONS
15.1 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.
15.2 Assignment. Recipient may not assign or delegate any rights or obligations without Discloser’s prior written consent. Any purported assignment in violation of this Section is void.
15.3 Successors & Assigns. This Agreement binds and benefits the Parties and their permitted successors and assigns.
15.4 Severability; Reformation. If any provision is held invalid or unenforceable, the remainder of this Agreement remains in full force; the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.
15.5 Integration. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, whether written or oral.
15.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures transmitted by PDF or other electronic means are deemed original.
15.7 Notices. All notices must be in writing and delivered by (i) personal delivery, (ii) certified mail (return receipt requested), (iii) nationally recognized overnight courier, or (iv) email with confirmation of receipt, in each case addressed to the receiving Party’s address set forth above (or such other address designated by notice).
16. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Nevada Trade Secret Protection and Non-Disclosure Agreement as of the Effective Date.
| DISCLOSING PARTY | RECEIVING PARTY |
|---|---|
| [Signature] | [Signature] |
| Name: [●] | Name: [●] |
| Title: [●] | Title: [●] |
| Date: [●] | Date: [●] |
[// GUIDANCE: Consider adding notarization blocks if required by internal policy or deal specifics. Nevada does not mandate notarization for NDAs, but counterparties sometimes prefer it.]
© [Year] [Law Firm / Drafting Entity]. All rights reserved. This template is provided for informational purposes and should be adapted to specific facts and legal requirements.