VIRGINIA TRADE SECRET & CONFIDENTIAL INFORMATION PROTECTION AGREEMENT

(Comprehensive Template – Court-Ready)

[// GUIDANCE: This template is drafted for use under the Virginia Uniform Trade Secrets Act (“VUTSA”), Va. Code Ann. §§ 59.1-336 et seq., and incorporates the metadata you supplied (governing law = Virginia trade secret law; state-court forum; preferred arbitration; mandatory injunctive relief; recipient indemnification; no liability cap). Customize every bracketed placeholder before execution.]

DOCUMENT HEADER

This Trade Secret & Confidential Information Protection Agreement (this “Agreement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [DISCLOSING PARTY LEGAL NAME], a [STATE OF FORMATION & ENTITY TYPE], having a principal place of business at [ADDRESS] (“Disclosing Party”); and
2. [RECEIVING PARTY LEGAL NAME], a [STATE OF FORMATION & ENTITY TYPE], having a principal place of business at [ADDRESS] (“Receiving Party”, and together with the Disclosing Party, each a “Party” and collectively the “Parties”).

Recitals

A. Disclosing Party possesses valuable Trade Secrets and Confidential Information (each as defined herein).
B. Receiving Party desires to obtain, and Disclosing Party agrees to disclose, certain Trade Secrets and Confidential Information for [DESCRIBE PURPOSE, e.g., “evaluating a potential strategic partnership”], subject to the terms and conditions set forth herein.
C. In consideration of the mutual promises herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows.

TABLE OF CONTENTS

I. Definitions
II. Operative Provisions
    2.1 Confidentiality Obligations
    2.2 Use Restrictions
    2.3 Standard of Care
    2.4 Return or Destruction
III. Representations & Warranties
IV. Covenants & Restrictions
V. Default & Remedies
VI. Risk Allocation
VII. Dispute Resolution
VIII. General Provisions
IX. Execution Block

[// GUIDANCE: Section numbering auto-updates in most modern word processors. If converting to another format, confirm cross-references remain accurate.]

I. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Terms defined in the singular include the 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.

“Arbitration Rules” means the [JAMS Comprehensive Arbitration Rules & Procedures / AAA Commercial Arbitration Rules] then in effect, except as modified herein.

“Confidential Information” means any non-public information disclosed by or on behalf of Disclosing Party to Receiving Party, whether oral, written, visual, electronic, or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the context of disclosure. Confidential Information includes Trade Secrets but is broader in scope.

“Disclosing Party” has the meaning set forth in the preamble.

“Effective Date” has the meaning set forth in the document header.

“Injunctive Relief” means any temporary, preliminary, or permanent injunctive or other equitable relief.

“Misappropriation” has the meaning set forth in Va. Code Ann. § 59.1-336, including:
(a) acquisition of a Trade Secret by a person who knows or has reason to know it was acquired by improper means; or
(b) disclosure or use of a Trade Secret without consent under the circumstances described in Va. Code Ann. § 59.1-336.

“Receiving Party” has the meaning set forth in the preamble.

“Representatives” means directors, officers, employees, consultants, advisors, agents, or Affiliates of Receiving Party who (i) have a legitimate need to know the Confidential Information for the Purpose and (ii) are bound by confidentiality obligations at least as protective as those contained herein.

“Trade Secret” means information that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means 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, all consistent with Va. Code Ann. § 59.1-336.

[// GUIDANCE: Add any additional defined terms required for your deal.]

II. OPERATIVE PROVISIONS

2.1 Confidentiality Obligations

Receiving Party shall (a) keep Confidential Information strictly confidential; (b) not disclose Confidential Information to any person other than its Representatives; and (c) use Confidential Information solely for the Purpose.

2.2 Use Restrictions

Receiving Party shall not, and shall cause its Representatives not to:
(i) reverse engineer, decompile, or disassemble any tangible embodiment of the Confidential Information;
(ii) circumvent any technical or security measures of Disclosing Party; or
(iii) otherwise Misappropriate the Confidential Information or Trade Secrets.

2.3 Standard of Care

Receiving Party shall protect Confidential Information using the same degree of care it uses for its own information of a similar nature, but in no event less than a commercially reasonable standard of care.

2.4 Return or Destruction

Upon the earlier of (a) written request of Disclosing Party or (b) termination of discussions relating to the Purpose, Receiving Party shall promptly (and in any event within [10] days) return or destroy all Confidential Information and certify in writing that it has complied with this Section 2.4; provided, however, Receiving Party may retain one archival copy solely for compliance purposes.

[// GUIDANCE: Specify retention obligations required by law (e.g., SEC, IRS) in a tailored clause if applicable.]

III. REPRESENTATIONS & WARRANTIES

3.1 Mutual Authority. Each Party represents that (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and (b) execution and performance of this Agreement have been duly authorized.

3.2 No Other Warranty. Except as expressly stated herein, Disclosing Party provides the Confidential Information “AS IS” without warranty of any kind, express or implied, and specifically disclaims warranties of accuracy, completeness, or fitness for a particular purpose.

IV. COVENANTS & RESTRICTIONS

4.1 Compliance with Law. Receiving Party shall comply with all applicable federal, state, and local laws, regulations, and executive orders, including U.S. export control laws, in connection with its handling of Confidential Information.

4.2 Notice and Cooperation. Receiving Party shall promptly notify Disclosing Party in writing of any actual or suspected Misappropriation or unauthorized disclosure of Confidential Information and shall cooperate fully with Disclosing Party to mitigate the effects of such event.

4.3 Injunctive Assistance. Receiving Party shall, at its own cost, reasonably assist Disclosing Party in obtaining any Injunctive Relief deemed necessary to protect the Confidential Information.

V. DEFAULT & REMEDIES

5.1 Event of Default. A material breach of Sections 2, 3, or 4 constitutes an “Event of Default.”

5.2 Notice and Cure. Upon written notice of an Event of Default, Receiving Party shall cure such default within [5] days. If the default is incapable of cure, Disclosing Party may immediately seek the remedies set forth in Section 5.3.

5.3 Remedies.
(a) Injunctive Relief. The Parties acknowledge that Misappropriation would cause irreparable harm for which monetary damages are inadequate; therefore, Disclosing Party is entitled to immediate Injunctive Relief in any court of competent jurisdiction, without bond to the extent permitted by law.
(b) Monetary Damages. Disclosing Party may recover (i) actual damages and/or unjust enrichment caused by Misappropriation, and (ii) exemplary damages up to twice the amount of actual damages for willful and malicious Misappropriation, consistent with Va. Code Ann. § 59.1-338.
(c) Attorneys’ Fees. In any action under VUTSA, the prevailing party is entitled to reasonable attorneys’ fees where Misappropriation is found to be willful and malicious or the claim is made in bad faith, pursuant to Va. Code Ann. § 59.1-338.1.

VI. RISK ALLOCATION

6.1 Indemnification by Receiving Party

Receiving Party shall indemnify, defend, and hold harmless Disclosing Party and its officers, directors, employees, and Affiliates (each, an “Indemnified Party”) from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to (a) any breach of this Agreement by Receiving Party or its Representatives, or (b) Misappropriation or unauthorized disclosure of Confidential Information.

6.2 Insurance

[OPTIONAL – INSERT if appropriate: “Receiving Party shall maintain at its own expense cyber-liability and general commercial liability insurance, each with minimum limits of [$___], naming Disclosing Party as an additional insured.”]

6.3 Limitation of Liability

[INTENTIONALLY OMITTED – No liability cap permitted per metadata.]

VII. DISPUTE RESOLUTION

7.1 Governing Law

This Agreement and any dispute arising hereunder are governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules.

7.2 Forum Selection

Subject to Sections 7.3 and 7.4, the state courts of the Commonwealth of Virginia located in [COUNTY/CITY] have exclusive jurisdiction and venue. Each Party consents to such jurisdiction and venue.

7.3 Arbitration (Preferred)

(a) Any dispute, claim, or controversy arising out of or relating to this Agreement, other than a request for Injunctive Relief under Section 5.3(a), shall be finally resolved by binding arbitration administered by [JAMS / AAA] in accordance with the Arbitration Rules.
(b) The arbitration shall be conducted by a single arbitrator with at least ten (10) years’ experience in complex commercial and trade secret matters.
(c) The seat of arbitration shall be [CITY], Virginia.
(d) Judgment on the award may be entered in any court having jurisdiction.
(e) Discovery shall be limited to the exchange of relevant documents, unless the arbitrator orders otherwise for good cause shown.

7.4 Jury Trial Waiver

To the fullest extent permitted by law, each Party knowingly, voluntarily, and irrevocably waives its right to trial by jury in any action or proceeding arising out of this Agreement.

7.5 Preservation of Injunctive Relief

Notwithstanding Section 7.3, either Party may apply to any Virginia state court of competent jurisdiction for temporary, preliminary, or permanent Injunctive Relief to protect Trade Secrets or enforce Section 2 without first initiating arbitration. Such application will not be deemed inconsistent with the agreement to arbitrate or a waiver of arbitration.

VIII. GENERAL PROVISIONS

8.1 Term; Survival. This Agreement commences on the Effective Date and remains in effect until [TERMINATION DATE OR EVENT]; provided, however, that obligations with respect to Trade Secrets survive so long as such information remains a Trade Secret under applicable law, and obligations with respect to other Confidential Information survive for [5] years after termination.

8.2 Amendment & Waiver. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by authorized representatives of both Parties. A waiver on one occasion is not a waiver of any other or subsequent breach.

8.3 Assignment. Neither Party may assign or delegate this Agreement without the prior written consent of the other Party, except to a successor-in-interest by merger or asset sale that assumes all obligations hereunder, provided such successor is not a competitor of Disclosing Party. Any assignment in violation of this Section 8.3 is void.

8.4 Severability. If any provision herein is held invalid or unenforceable, the remaining provisions will remain in full force, and the invalid provision will be limited or replaced to the minimum extent necessary to effectuate the Parties’ intent.

8.5 Integration. This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, whether oral or written.

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

8.7 Further Assurances. Each Party shall, at its own expense, execute and deliver such further documents and do such further acts as may be reasonably required to give full effect to this Agreement.

8.8 No Publicity. Neither Party shall use the name, trademark, or logo of the other Party in any publicity, advertising, or press release without prior written consent.

8.9 Notices. All notices must be in writing and delivered (a) by hand with signed receipt, (b) by nationally recognized overnight courier with signature required, or (c) by certified mail (return receipt requested), in each case addressed to the receiving Party at its address set forth above (or such other address as may be designated in writing). Notices are deemed given upon receipt.

IX. EXECUTION BLOCK

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

[OPTIONAL NOTARIZATION BLOCK – insert if required by corporate policy or transaction specifics.]

[// GUIDANCE:
1. Confirm that each Representative of Receiving Party is bound by confidentiality terms before disclosure.
2. Consider adding export-control representations if disclosing technical data subject to ITAR or EAR.
3. Integrate this Agreement with any master services or supply agreement to avoid conflicting confidentiality terms.
4. For multi-state transactions, evaluate whether additional state-specific trade secret statutes require modifications.
5. Always run a conflicts-of-interest check and obtain corporate authority documents prior to execution.]