SOUTH CAROLINA TRADE SECRET PROTECTION AND NON-DISCLOSURE AGREEMENT

(the “Agreement”)

[// GUIDANCE: This template is drafted for South Carolina (“SC”) transactions and is built around the South Carolina Trade Secrets Act (“SCTSA”), S.C. Code Ann. §§ 39-8-10 et seq. Customize bracketed items before execution.]

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

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 the purpose of [DESCRIBE PURPOSE] (the “Permitted Purpose”).
   2.3 In consideration of the mutual promises herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

II. DEFINITIONS

For ease of reference, defined terms appear in bold and are listed alphabetically.

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

“Confidential Information” means all non-public information disclosed by or on behalf of Disclosing Party to Recipient, whether oral, written, electronic, or otherwise, that is designated as confidential or that a reasonable person would understand to be confidential, including Trade Secrets.

“Misappropriation” has the meaning set forth in S.C. Code Ann. § 39-8-20(2) (2023), including (i) acquisition of a Trade Secret by improper means; or (ii) disclosure or use of a Trade Secret without express or implied consent.

“Representatives” means Recipient’s and its Affiliates’ employees, directors, officers, managers, consultants, attorneys, accountants, and other agents who (a) have a need to know Confidential Information for the Permitted Purpose and (b) are bound by confidentiality obligations at least as restrictive as those contained herein.

“Trade Secret” has the meaning set forth in S.C. Code Ann. § 39-8-20(5) (2023), which generally includes information that (i) derives independent economic value from not being generally known and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

III. OPERATIVE PROVISIONS

3. Delivery and Use
   3.1 Disclosing Party may disclose Confidential Information to Recipient from time to time.
   3.2 Recipient shall:
   (a) use Confidential Information solely for the Permitted Purpose;
   (b) restrict disclosure to Representatives under Section 3.3; and
   (c) exercise at least the same degree of care it uses to protect its own confidential information (but not less than a commercially reasonable standard).

3.3 Recipient shall ensure each Representative receiving Confidential Information is informed of its confidential nature and is bound in writing to obligations no less stringent than those contained herein.

4. Exclusions
   4.1 Confidential Information does not include information that Recipient can demonstrate by competent evidence:
   (a) is or becomes publicly available without breach of this Agreement;
   (b) was lawfully known to Recipient before disclosure;
   (c) is independently developed without reference to Confidential Information; or
   (d) is rightfully obtained from a third party not under a duty of confidentiality.

5. Return or Destruction
   5.1 Upon the earlier of (i) completion of the Permitted Purpose or (ii) Disclosing Party’s written request, Recipient shall promptly return or destroy all Confidential Information, including all copies and derivatives, and certify destruction in writing.

6. Duration
   6.1 Obligations with respect to Trade Secrets survive so long as such information remains a Trade Secret under applicable law.
   6.2 Obligations with respect to all other Confidential Information survive [FIVE (5)] years after the Effective Date.

IV. REPRESENTATIONS & WARRANTIES

7. Mutual Representations
   7.1 Each party represents that:
   (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
   (b) it has authority to enter into and perform this Agreement; and
   (c) its execution and performance will not violate any agreement to which it is a party.

8. Disclosing Party Representation
   8.1 Disclosing Party represents that it has the right to disclose the Confidential Information to Recipient.

9. Survival
   9.1 All representations and warranties survive the termination or expiration of this Agreement.

V. COVENANTS & RESTRICTIONS

10. No Reverse Engineering
    10.1 Recipient shall not directly or indirectly disassemble, decompile, or otherwise reverse engineer any Confidential Information or permit any third party to do so.

11. Notice Obligations
    11.1 Recipient shall promptly notify Disclosing Party in writing of any unauthorized possession, disclosure, or use of Confidential Information.
    11.2 Recipient shall cooperate with Disclosing Party to mitigate any harm and to regain possession of Confidential Information.

12. Legally Compelled Disclosure
    12.1 If Recipient is required by law or court order to disclose Confidential Information, it shall give Disclosing Party prompt written notice (unless prohibited by law) and reasonably cooperate to seek confidential treatment or protective order.

VI. DEFAULT & REMEDIES

13. Events of Default
    13.1 Any breach of Sections 3, 5, 10, or 11 constitutes a material default.

14. Notice and Cure
    14.1 Disclosing Party shall provide written notice of default; however, nothing herein limits Disclosing Party’s right to seek immediate injunctive relief without notice or cure where damages would be an inadequate remedy.

15. Remedies
    15.1 In addition to any other rights or remedies, Disclosing Party is entitled to:
    (a) Injunctive Relief. Immediate temporary, preliminary, and permanent injunctive relief to prevent actual or threatened Misappropriation, pursuant to S.C. Code Ann. § 39-8-50 (2023), without the necessity of posting bond to the maximum extent permitted by law.
    (b) Damages. Recovery of (i) actual losses; (ii) the unjust enrichment caused by Misappropriation not otherwise included; and (iii) exemplary damages up to twice the actual damages for willful or malicious Misappropriation under S.C. Code Ann. § 39-8-60(B) (2023).
    (c) Attorneys’ Fees. Reasonable attorneys’ fees and costs where Misappropriation is willful, malicious, or where a claim of Misappropriation is made or resisted in bad faith, pursuant to S.C. Code Ann. § 39-8-80 (2023).

[// GUIDANCE: South Carolina allows exemplary damages up to 2× actual damages and discretionary fee-shifting. Delete or modify if parties wish to deviate.]

VII. RISK ALLOCATION

16. Indemnification by Recipient
    16.1 Recipient shall indemnify, defend, and hold harmless Disclosing Party and its Affiliates, and their respective officers, directors, employees, and agents, from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
    (a) Recipient’s breach of this Agreement; or
    (b) any Misappropriation or unauthorized disclosure or use of Confidential Information by Recipient or its Representatives.

17. Limitation of Liability
    17.1 No liability cap applies. The parties acknowledge that the nature of the Confidential Information and potential harm preclude a customary limitation of liability.

18. Insurance
    18.1 [OPTIONAL – INSERT MINIMUM COVERAGE REQUIREMENTS, IF ANY.]

19. Force Majeure
    19.1 Neither party is liable for failure or delay to perform obligations (other than payment or confidentiality obligations) due to events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental action, or Internet or utility failures.

VIII. DISPUTE RESOLUTION

20. Governing Law
    20.1 This Agreement and any dispute arising hereunder are governed by and construed in accordance with the laws of the State of South Carolina, without regard to conflict-of-law principles.

21. Injunctive Relief Preservation
    21.1 Notwithstanding any other provision, Disclosing Party may seek injunctive relief in any state court of competent jurisdiction in South Carolina to protect Trade Secrets or Confidential Information.

22. Arbitration
    22.1 Except for actions seeking injunctive relief under Section 21, any dispute, claim, or controversy arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.
    22.2 The seat of arbitration shall be [COUNTY], South Carolina.
    22.3 The arbitral award may be entered and enforced in any court having jurisdiction.

23. Forum Selection
    23.1 For matters excluded from arbitration, the parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], South Carolina.

24. Jury Trial Waiver
    24.1 EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

IX. GENERAL PROVISIONS

25. Amendment; Waiver
    25.1 No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both parties. Any waiver is effective only for the specific instance and purpose for which it is given.

26. Assignment
    26.1 Recipient may not assign or delegate any rights or obligations under this Agreement, by operation of law or otherwise, without Disclosing Party’s prior written consent. Any purported assignment in violation hereof is void.

27. Successors and Assigns
    27.1 This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

28. Severability; Reformation
    28.1 If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the parties’ intent.

29. Integration
    29.1 This Agreement constitutes the entire understanding between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether oral or written.

30. Counterparts; Electronic Signatures
    30.1 This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument.
    30.2 Signatures transmitted by .pdf, facsimile, or electronic signature technology (e.g., DocuSign) are deemed original signatures.

X. EXECUTION BLOCK

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

[// GUIDANCE: South Carolina does not generally require notarization for NDAs, but notarization may bolster enforceability if desired.]

END OF DOCUMENT