Protecting trade secrets is essential for any business that wants to maintain a competitive edge in the market. One effective way of safeguarding confidential information is by utilizing trade secret confidentiality agreements. In this article, we will provide a sample confidentiality agreement template that businesses can use to protect their trade secrets.
What is a Trade Secret Confidentiality Agreement?
A trade secret confidentiality agreement, also referred to as a non-disclosure agreement (NDA), is a legal contract between two or more parties that agree to keep certain information confidential. This agreement ensures that the information that is considered confidential will not be shared or disclosed to anyone without prior permission.
Trade Secret Confidentiality Agreement Sample
Below is a sample confidentiality agreement that businesses can use to protect their trade secrets:
Confidentiality Agreement
This Confidentiality Agreement (“Agreement”) is made on (date) between (Company name), a corporation organized under the laws of (state/country), with its principal place of business located at (address), hereinafter referred to as Disclosing Party, and (Recipient`s name), with an address at (address), hereinafter referred to as Recipient.
The Disclosing Party and the Recipient are interested in exploring a potential business relationship or transaction (the “Transaction”) and anticipate that, in connection with such Transaction, Disclosing Party may disclose to Recipient certain confidential information that is not generally known to the public, including without limitation, trade secrets, formulae, processes, computer programs, customer information, and other proprietary and confidential information (collectively, “Confidential Information”).
In consideration of the foregoing, the parties agree as follows:
1. Confidentiality Obligations
Recipient agrees that all Confidential Information disclosed to it by the Disclosing Party shall be maintained in strict confidence. Recipient shall not disclose any Confidential Information to any third party or unauthorized person without the prior written consent of the Disclosing Party.
2. Exceptions
Recipient`s obligations under this Agreement shall not apply to Confidential Information that:
(a) is already known to the Recipient at the time of disclosure;
(b) is or becomes publicly available through no fault of the Recipient;
(c) is lawfully obtained by the Recipient from a third party free of any obligation of confidentiality; or
(d) is required to be disclosed by law, regulation, court order, or other legal process.
Notwithstanding the foregoing, Recipient shall use commercially reasonable efforts to give the Disclosing Party prompt written notice of any such required disclosure so that Disclosing Party may seek an appropriate protective order or waive compliance with the terms of this Agreement.
3. Return of Confidential Information
Upon written request by the Disclosing Party at any time, Recipient shall promptly return or destroy all copies of the Confidential Information and any other materials containing or reflecting such Confidential Information.
4. Term and Termination
This Agreement shall remain in effect until the Confidential Information is no longer confidential or until terminated by either party upon written notice to the other party. Notwithstanding the foregoing, the obligations of the Recipient under this Agreement shall survive termination for a period of (time period) years from the date of termination.
5. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of (state/country). Any action arising out of or relating to this Agreement shall be heard and determined in the courts with jurisdiction over the Disclosing Party.
6. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and understandings relating to the subject matter hereof. This Agreement may not be amended except in writing signed by both parties.
IN WITNESS WHEREOF, each party has executed this Agreement on the date first above written.
DISCLOSING PARTY
(Company name)
Signature: _________________________
Name: _________________________
Title: _________________________
RECIPIENT
Signature: _________________________
Name: _________________________
Title: _________________________
Final Thoughts
A trade secret confidentiality agreement is a crucial step in protecting your business`s confidential information from being unlawfully disclosed. Utilizing a confidentiality agreement template like the one provided in this article can help businesses safeguard their trade secrets effectively. However, it`s always recommended to consult with a legal professional to ensure the confidentiality agreement is tailored to your business`s specific needs and adheres to state and federal laws.