OHIO TRADE SECRET PROTECTION AND NON-DISCLOSURE AGREEMENT

(the “Agreement”)

[// GUIDANCE: Insert Company header or letterhead here if desired.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties. This Agreement is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [DISCLOSING PARTY LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Disclosing Party”), and [RECIPIENT LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Recipient,” and together with Disclosing Party, each a “Party” and collectively, the “Parties”).

2. Recitals.
   2.1 Disclosing Party possesses valuable Trade Secrets and other Confidential Information (each as defined below).
   2.2 Recipient desires to receive such information solely for [PURPOSE – e.g., evaluating a potential business relationship] and is willing to protect it in accordance with this Agreement.
   2.3 The Parties intend that this Agreement comply with, and be interpreted consistently with, the Ohio Uniform Trade Secrets Act, Ohio Rev. Code Ann. §§ 1333.61–1333.69 (West).

3. Consideration. The mutual promises herein constitute good and valuable consideration, the receipt and sufficiency of which are acknowledged.

II. DEFINITIONS

For purposes of this Agreement, capitalized terms shall have the meanings set forth below, applied and interpreted consistently throughout. Any term not defined herein shall be given its plain and ordinary meaning under Ohio law.

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

“Confidential Information” – information disclosed by or on behalf of Disclosing Party to Recipient, in any form, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, whether or not marked or designated, including Trade Secrets, but excluding Excluded Information.

“Excluded Information” – information that Recipient can demonstrate by competent written evidence:
(a) is or becomes publicly available through no breach of this Agreement;
(b) is lawfully received from a third party without breach of any confidentiality duty;
(c) is independently developed by Recipient without use of Confidential Information; or
(d) is approved for release by written authorization of Disclosing Party.

“Misappropriation” – shall have the meaning assigned in Ohio Rev. Code Ann. § 1333.61(B).

“Trade Secret” – information, including a formula, pattern, compilation, program, device, method, technique, or process, that (i) 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 (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, consistent with Ohio Rev. Code Ann. § 1333.61(D).

[// GUIDANCE: Add or refine definitions (e.g., “Purpose,” “Term,” “Work Product”) to suit the transaction.]

III. OPERATIVE PROVISIONS

1. Scope of Permitted Use. Recipient shall use Confidential Information solely for the Purpose and for no other purpose without the prior written consent of Disclosing Party.

2. Standard of Care. Recipient shall employ at least the same degree of care it uses to protect its own confidential information of like importance, but no less than a commercially reasonable standard, to prevent unauthorized disclosure, dissemination, or use of Confidential Information.

3. Disclosure to Representatives. Recipient may disclose Confidential Information only to its Representatives who (i) have a need to know for the Purpose, and (ii) are bound by confidentiality obligations at least as restrictive as those herein. Recipient shall remain liable for any breach by its Representatives.

4. Mandatory Disclosure. If Recipient or its Representatives are required by law, regulation, or court order to disclose Confidential Information, Recipient shall provide prompt written notice to Disclosing Party (unless legally prohibited) and cooperate, at Disclosing Party’s expense, in seeking protective or other appropriate relief. Only the portion legally required shall be disclosed.

5. Ownership. All Confidential Information remains the sole and exclusive property of Disclosing Party. No license or other right, express or implied, is granted to Recipient except as expressly set forth herein.

6. Return or Destruction. Upon the earliest of (i) written request, (ii) completion of the Purpose, or (iii) termination of this Agreement, Recipient shall promptly return or, at Disclosing Party’s election, destroy all Confidential Information and certify such destruction in writing, except for archival copies retained per legal or regulatory retention requirements.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Authority. Each Party represents and warrants that (i) it has full power and authority to enter into and perform this Agreement, and (ii) execution and performance do not violate any other agreement to which it is a party.

2. Disclosing Party Disclaimer. CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

3. Survival. The representations and warranties in this Section IV shall survive for the Term and for a period of four (4) years thereafter, except as to Trade Secrets, which shall survive so long as such information qualifies as a trade secret under applicable law.

V. COVENANTS & RESTRICTIONS

1. Non-Reverse Engineering. Recipient shall not disassemble, decompile, or reverse engineer any tangible embodiments of Confidential Information except to the limited extent expressly permitted by non-waivable applicable law.

2. No Circumvention. Recipient shall not use Confidential Information to circumvent, compete with, or otherwise disadvantage Disclosing Party, directly or indirectly.

3. Notice of Misappropriation. Recipient shall promptly notify Disclosing Party in writing upon discovery of any actual or suspected unauthorized use or disclosure of Confidential Information.

4. Compliance & Monitoring. Recipient shall (i) implement and maintain written information security policies consistent with industry standards, and (ii) upon reasonable prior notice, certify in writing its compliance with this Agreement.

VI. DEFAULT & REMEDIES

1. Events of Default. Any of the following constitutes a material default:
   (a) Misappropriation or threatened Misappropriation of Trade Secrets;
   (b) Breach of Section III or V;
   (c) Failure to comply with a final, non-appealable court order enforcing this Agreement.

2. Cure Period. Except for breaches involving Misappropriation (for which no cure period is required), the defaulting Party shall have ten (10) days after written notice to cure the breach.

3. Injunctive Relief. The Parties acknowledge that a breach would cause irreparable harm for which monetary damages are inadequate; therefore, Disclosing Party is entitled to immediate injunctive relief, without bond to the extent permitted by law, in any court of competent jurisdiction.

4. Damages. Disclosing Party may recover (i) actual damages, (ii) unjust enrichment, or (iii) a reasonable royalty, plus exemplary damages up to two times actual damages for willful and malicious Misappropriation, consistent with Ohio Rev. Code Ann. § 1333.63.

5. Attorney Fees. In an action under the Ohio Uniform Trade Secrets Act, the prevailing Party may recover its reasonable attorney fees as permitted under Ohio Rev. Code Ann. § 1333.64.

VII. RISK ALLOCATION

1. Indemnification by Recipient. Recipient shall indemnify, defend, and hold harmless Disclosing Party and its Affiliates, and their respective officers, directors, employees, and agents, from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney fees) arising out of or related to (i) any Misappropriation or breach of this Agreement by Recipient or its Representatives, or (ii) Recipient’s use of Confidential Information.

2. Limitation of Liability. NO LIMITATION. The Parties agree that no monetary cap shall apply to Recipient’s liability under this Agreement.

3. Insurance. [OPTIONAL] Recipient shall maintain commercially reasonable cyber liability or errors & omissions insurance covering liabilities arising under this Agreement, in an amount not less than [COVERAGE AMOUNT] per occurrence.

4. Force Majeure. Neither Party shall be liable for failure to perform obligations (other than payment or confidentiality obligations) due to events beyond its reasonable control, provided that the affected Party promptly notifies the other Party and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement, and any dispute hereunder, shall be governed by and construed in accordance with the laws of the State of Ohio, including the Ohio Uniform Trade Secrets Act, without regard to its conflict-of-laws principles.

2. Forum Selection; Injunctive Relief. For purposes of temporary, preliminary, or permanent injunctive relief, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Ohio.

3. Arbitration.
   (a) Except for applications for injunctive relief under Section VIII.2, any controversy, claim, or dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by [ARBITRATION ADMINISTRATOR] under its [RULES] (“Rules”).
   (b) Seat of arbitration: [CITY], Ohio.
   (c) Number of arbitrators: one (1), or three (3) if the amount in controversy exceeds [THRESHOLD AMOUNT].
   (d) Judgment upon the arbitral award may be entered in any court having jurisdiction.

4. Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATING TO THIS AGREEMENT.

IX. GENERAL PROVISIONS

1. Term. This Agreement commences on the Effective Date and continues for [TERM – e.g., two (2) years] (the “Term”), provided that obligations with respect to Trade Secrets survive as long as such information remains a trade secret under applicable law.

2. Amendment & Waiver. No amendment or waiver is effective unless in a writing signed by authorized representatives of both Parties. A waiver of any breach shall not operate as a waiver of any other or subsequent breach.

3. Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets, provided the assignee assumes all obligations herein. Any assignment in violation of this Section is void.

4. Severability; Reformation. If any provision of this Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

5. Integration. 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.

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

7. Headings. Headings are for convenience only and do not affect interpretation.

X. 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: If notarization or witness attestation is customary for your transaction type, add the appropriate acknowledgment blocks here in statutory short-form.]

© [YEAR] [DISPOSING PARTY LEGAL NAME]. All rights reserved.