Free Trade Secret Agreement Template
Trade Secret Agreement
This Trade Secret Agreement ("Agreement") is made and entered into as of March 15, 2081, by and between [YOUR COMPANY NAME], a company organized and existing under the laws of the United States, with its principal place of business at [YOUR COMPANY ADDRESS] (hereinafter referred to as the "Disclosing Party"), and MindStove, a company with its principal address at Jacksonville, FL 32099 (hereinafter referred to as the "Receiving Party").
RECITALS
WHEREAS, the Disclosing Party possesses valuable confidential, proprietary, and trade secret information;
WHEREAS, the Receiving Party has agreed to receive such information subject to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
ARTICLE I. DEFINITIONS
1.1 "Confidential Information" means all non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, that is designated as confidential or should reasonably be understood to be confidential, including but not limited to trade secrets, technical data, know-how, business strategies, financial information, customer lists, processes, formulas, designs, prototypes, and any other proprietary information.
1.2 "Trade Secret" means any information, including a formula, pattern, compilation, program, device, method, technique, or process that derives independent economic value from not being generally known to and not readily ascertainable by proper means by others who can obtain economic value from its disclosure or use.
1.3 "Permitted Purpose" means the purpose of evaluating, discussing, or otherwise engaging in business activities mutually agreed upon by the parties.
ARTICLE II. OBLIGATIONS OF THE RECEIVING PARTY
2.1 Confidentiality: The Receiving Party shall not disclose, publish, or otherwise disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party.
2.2 Use Restrictions: The Receiving Party agrees to use the Confidential Information solely for the Permitted Purpose and not for its own benefit or the benefit of any third party.
2.3 Protection Measures: The Receiving Party shall take all reasonable measures to protect the confidentiality of the Confidential Information, at least as stringently as it protects its own confidential information.
2.4 Notification of Unauthorized Use: The Receiving Party shall immediately notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and shall cooperate in any remedial actions initiated by the Disclosing Party.
ARTICLE III. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
3.1 The obligations of confidentiality and use restrictions do not apply to information that:
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Is or becomes publicly available without breach of this Agreement;
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Was known to the Receiving Party before disclosure by the Disclosing Party;
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Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
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Is disclosed to the Receiving Party by a third party legally entitled to make such disclosure.
ARTICLE IV. RETURN OR DESTRUCTION OF MATERIALS
4.1 Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all materials embodying the Confidential Information, including all copies, summaries, and derivations thereof, and certify in writing that such materials have been destroyed.
ARTICLE V. TERM AND TERMINATION
5.1 Term: This Agreement shall commence on the Effective Date and remain in effect for a period of 5 years, unless earlier terminated by mutual written agreement of the parties.
5.2 Survival: The obligations of confidentiality and use restrictions under this Agreement shall survive the termination or expiration of this Agreement for a period of 3 years.
ARTICLE VI. MISCELLANEOUS
6.1 No Transfer of Rights: This Agreement does not grant the Receiving Party any rights, title, or interest in or to the Disclosing Party’s Confidential Information.
6.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Florida, without regard to its conflicts of law provisions.
6.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
6.4 Amendments: This Agreement may only be amended or modified by a written document signed by both parties.
6.5 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.
6.6 Equitable Relief: The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate, and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies.
6.7 Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.
ARTICLE VII. SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
DISCLOSING PARTY:
[YOUR NAME], Chief Executive Officer
Date: March 15, 2081
RECEIVING PARTY:
Malcolm Raynor, Chief Technology Officer
Date: March 15, 2081
