TRADE SECRET NON-DISCLOSURE AND PROTECTION AGREEMENT

(Utah-Law Governed)

[// GUIDANCE: This template is drafted for use in Utah and tracks the Utah Uniform Trade Secrets Act (“UUTSA”), Utah Code Ann. § 13-24-1 et seq. All bracketed items MUST be customized before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Grant & Purpose of Disclosure
   3.2 Restrictions on Use & Disclosure
   3.3 Standard of Care & Security Measures
   3.4 Ownership; No Licenses
   3.5 Term; Return / Destruction Obligations
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification (Recipient-Protection Duty)
   7.2 No Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
   8.1 Governing Law
   8.2 Forum Selection & Exclusive Jurisdiction
   8.3 Arbitration
   8.4 Jury-Trial Waiver
   8.5 Injunctive Relief Preservation
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

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

• [DISCLOSER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with a principal place of business at [ADDRESS] (“Discloser”); and
• [RECIPIENT LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with a principal place of business at [ADDRESS] (“Recipient,” and together with Discloser, the “Parties,” and each, a “Party”).

Recitals

A. Discloser possesses valuable Trade Secrets and Confidential Information.
B. Recipient desires to receive such information solely for [DESCRIBE PURPOSE — e.g., evaluation of a potential business transaction] (the “Permitted Purpose”).
C. The Parties enter into this Agreement to establish and enforce the terms under which such Trade Secrets and Confidential Information will be protected.

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

2. DEFINITIONS

The following terms (alphabetically listed) have the meanings set forth below. Capitalized terms used but not defined have the meanings ascribed in context. Singular includes plural and vice-versa.

“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.

“Confidential Information” means (i) all Trade Secrets; and (ii) any other non-public, proprietary or confidential data or information disclosed by Discloser or its Representatives, whether oral, written, electronic, graphic, or in any other form, that a reasonable person should understand to be confidential under the circumstances of disclosure.

“Control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or other ownership interest of an entity, or the power otherwise to direct or cause the direction of the management and policies of an entity.

“Improper Means” has the meaning given in Utah Code Ann. § 13-24-2(1) (2024).

“Misappropriation” has the meaning given in Utah Code Ann. § 13-24-2(2) (2024), including acquisition, disclosure, or use of a Trade Secret by improper means or without express or implied consent.

“Representatives” means, as to a Party, its Affiliates and the respective directors, officers, members, managers, employees, contractors, insurers, lenders, attorneys, accountants, and other advisers of such Party or its Affiliates.

“Trade Secret” has the meaning given in Utah Code Ann. § 13-24-2(4) (2024), and specifically includes information that:
(a) derives independent economic value, actual or potential, from not being generally known to or 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.

[// GUIDANCE: Consider adding or deleting defined terms based on transaction specifics.]

3. OPERATIVE PROVISIONS

3.1 Grant & Purpose of Disclosure

Discloser may, in its sole discretion, disclose Confidential Information to Recipient solely for the Permitted Purpose. No other right, title, or interest is granted, by implication, estoppel, or otherwise.

3.2 Restrictions on Use & Disclosure

(a) Recipient shall use Confidential Information exclusively for the Permitted Purpose and shall not disclose it to any person except its Representatives who: (i) have a need to know, and (ii) are bound by confidentiality obligations at least as protective as those herein.
(b) Recipient shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive compositions, systems, or algorithms from any Trade Secret, nor use the same to compete with Discloser.

3.3 Standard of Care & Security Measures

Recipient shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a commercially reasonable standard of care. Recipient shall implement and maintain administrative, physical, and technical safeguards reasonably designed to prevent Misappropriation.

3.4 Ownership; No Licenses

All Confidential Information is and remains the exclusive property of Discloser. No license or other rights, whether express, implied, arising by estoppel, or otherwise, are granted to Recipient except the limited right to use Confidential Information for the Permitted Purpose under the terms of this Agreement.

3.5 Term; Return / Destruction Obligations

(a) Term. This Agreement commences on the Effective Date and continues for [TERM – e.g., three (3) years], unless earlier terminated as provided herein.
(b) Survival of Trade Secret Obligations. Recipient’s obligations with respect to Trade Secrets survive so long as such information remains a Trade Secret under applicable law, notwithstanding any expiration or termination of this Agreement.
(c) Return/Destruction. Upon the earlier of (i) Discloser’s written request or (ii) termination or expiration of this Agreement, Recipient shall promptly (A) cease all use of Confidential Information, (B) return or irretrievably destroy all tangible embodiments, and (C) certify such return or destruction in writing.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement and that its execution of this Agreement has been duly authorized.

4.2 No Conflicting Obligation. Recipient represents and warrants that its receipt and use of Confidential Information under this Agreement does not and will not conflict with or violate any obligation to any third party.

4.3 Accuracy of Information. All Confidential Information is provided “AS IS,” and Discloser makes no representation or warranty as to its accuracy or completeness, except that to Discloser’s knowledge the disclosure of Confidential Information does not infringe any third-party rights.

4.4 Survival. The representations and warranties in this Article 4 survive for [SURVIVAL PERIOD – e.g., two (2) years] after termination or expiration of this Agreement, except with respect to Trade Secrets, which survive as provided in Section 3.5(b).

5. COVENANTS & ONGOING OBLIGATIONS

5.1 Compliance with Law. Recipient shall comply with all applicable federal and state laws, regulations, and orders in relation to its handling of Confidential Information, including the UUTSA and any export-control or data-privacy laws that may apply.

5.2 Notice of Misappropriation. Recipient shall promptly notify Discloser in writing of any actual or suspected Misappropriation or unauthorized disclosure of Confidential Information. Recipient shall cooperate fully with Discloser to mitigate and remedy any such event.

5.3 Audit Right. Upon reasonable advance notice, Discloser may audit Recipient’s compliance with this Agreement, provided that (i) such audit occurs during normal business hours, (ii) Discloser bears its own costs, and (iii) any information obtained during the audit is deemed Confidential Information of Recipient.

6. DEFAULT & REMEDIES

6.1 Events of Default. Each of the following constitutes a default: (a) Recipient’s breach of any obligation in Article 3, 4, or 5; (b) Recipient’s insolvency or bankruptcy filing; (c) Recipient’s refusal to return or destroy Confidential Information as required.

6.2 Notice & Cure. Except for breaches involving Misappropriation (which require no notice prior to Discloser seeking relief), Discloser shall give written notice specifying the default and a reasonable cure period of [CURE PERIOD – e.g., ten (10) days].

6.3 Graduated Remedies. If Recipient fails to cure within the cure period, Discloser may, without limitation:
(a) suspend further disclosures;
(b) terminate this Agreement upon written notice;
(c) pursue monetary damages as provided under Article 7; and
(d) seek injunctive relief as provided in Article 8.

6.4 Attorneys’ Fees & Costs. To the fullest extent permitted by law, the prevailing Party in any action or proceeding arising out of or relating to this Agreement is entitled to its reasonable attorneys’ fees, expenses, and costs. Where willful and malicious Misappropriation is found, Discloser may recover its reasonable attorneys’ fees consistent with Utah Code Ann. § 13-24-5.

7. RISK ALLOCATION

7.1 Indemnification (Recipient-Protection Duty)

Recipient shall indemnify, defend, and hold harmless Discloser and its Representatives from and against any and all losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of, resulting from, or relating to (a) Recipient’s breach of this Agreement, or (b) any Misappropriation or other unauthorized use or disclosure of Confidential Information by Recipient or its Representatives.

7.2 No Limitation of Liability

[// GUIDANCE: Per the “no_cap” metadata, NO limitation-of-liability cap is included. If the Parties later wish to add a cap, insert here.]
Recipient acknowledges that damages resulting from Misappropriation may be difficult to quantify, and Recipient expressly waives any argument that liability should be capped or otherwise limited.

7.3 Insurance

Recipient shall maintain, at its own expense, cyber-risk and commercial general liability insurance, each with limits no less than [AMOUNT] per occurrence and in the aggregate, and name Discloser as an additional insured on such policies upon request.

7.4 Force Majeure

Neither Party is liable for failure to perform solely to the extent such failure is caused by an event beyond its reasonable control (a “Force Majeure Event”), provided that the affected Party provides prompt written notice and uses commercially reasonable efforts to resume performance. The obligation to safeguard Trade Secrets is not excused by Force Majeure.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement is governed by and interpreted in accordance with the laws of the State of Utah, including the Utah Uniform Trade Secrets Act, without regard to its conflict-of-law principles.

8.2 Forum Selection & Exclusive Jurisdiction

Subject to Section 8.3 (Arbitration) and Section 8.5 (Injunctive Relief), the state courts located in [COUNTY], Utah have exclusive jurisdiction over any action arising out of or relating to this Agreement, and the Parties irrevocably submit to such jurisdiction.

8.3 Arbitration

(a) Except for applications for injunctive relief under Section 8.5, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS] in accordance with its Commercial Arbitration Rules then in effect.
(b) The arbitration shall take place in [CITY], Utah, before a single arbitrator with at least ten (10) years of experience in commercial and trade-secret law.
(c) The arbitrator shall apply Utah substantive law (including the UUTSA) and may award any relief available in a court, including injunctive relief. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury-Trial Waiver

EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Injunctive Relief Preservation

Recipient acknowledges that Misappropriation would cause Discloser irreparable harm for which money damages are an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Discloser is entitled to seek immediate injunctive or other equitable relief, without the requirement of posting bond or proving actual damages, to prevent or restrain any actual or threatened Misappropriation, in any court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or modification of this Agreement is effective unless it is in writing and signed by both Parties. No waiver is effective unless in writing and signed by the Party against whom enforcement is sought. A waiver on one occasion is not a waiver of any future breach.

9.2 Assignment & Delegation. Recipient may not assign or delegate any of its rights or obligations under this Agreement without Discloser’s prior written consent. Any purported assignment in violation of this Section is null and void. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

9.3 Severability & Reformation. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force. The Parties authorize any court to modify any unenforceable provision to the minimum extent necessary to render it enforceable and consistent with the Parties’ original intent.

9.4 Integration. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and representations, whether oral or written.

9.5 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 delivered by facsimile, .pdf, or electronic signature platform (e.g., DocuSign) are deemed originals.

9.6 Headings. Headings are for reference only and do not affect interpretation.

9.7 No Publicity. Recipient shall not, without Discloser’s prior written consent, disclose to any third party the existence of this Agreement or the fact that discussions or negotiations are taking place, except as required by law.

10. EXECUTION BLOCK

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

[Notary Block – Optional under Utah law for trade-secret agreements; include if required by internal policy.]

[// GUIDANCE:
1. Confirm that all defined terms are used consistently (e.g., “Confidential Information,” “Trade Secret”).
2. Update placeholders for county, arbitration provider, insurance limits, term, and other deal-specific items.
3. For multi-party or multi-state transactions, consider adding choice-of-law savings language and multi-jurisdiction enforcement provisions.
4. Attach any disclosure schedules if certain information must be excluded from the definition of Confidential Information.
]