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Trade Secret Agreement template
Trade Secret Agreement sample

What is Trade Secret Agreement?

Trade Secret Agreement Protects trade secrets within a company, specifying what constitutes a trade secret, confidentiality requirements, and remedies for breaches.

Sample template:


This Trade Secret Agreement (the "Agreement") is entered into as of [Effective Date], by and between ACME Corporation, a [state of incorporation] corporation, with its principal place of business at [address] (the "Disclosing Party"), and [Recipient Name], a [state of incorporation / individual], with its principal place of business at / residing at [address] (the "Receiving Party") (collectively, the "Parties").


1.1. Trade Secret

A "Trade Secret" shall mean any non-public information, including but not limited to formulas, patterns, compilations, programs, devices, methods, techniques, or processes, that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.


2.1. Obligations of Receiving Party

The Receiving Party shall: (a) hold any Trade Secret in strict confidence, (b) not disclose any Trade Secret to any third party, (c) use the Trade Secret solely for the purpose for which it was disclosed, and not for any other purpose, and (d) take all reasonable precautions to prevent unauthorized disclosure or use, including but not limited to implementing security measures, employee training, and other appropriate actions.

2.2. Exceptions

The obligations of the Receiving Party under this Agreement do not apply to any information that: (a) is or becomes publicly available without breach of this Agreement, (b) can be shown by documentation to have been known to the Receiving Party prior to its disclosure by the Disclosing Party, (c) is received from a third party who did not acquire or disclose the information by a wrongful or tortious act, or (d) is independently developed by the Receiving Party without reference to or use of the Trade Secret.

2.3. Authorized Disclosures

The Receiving Party may disclose Trade Secrets as required by law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice of the requirement, and (b) reasonably cooperates with the Disclosing Party, at the Disclosing Party's expense, in obtaining a protective order or other appropriate protection of the Trade Secret.


Upon the Disclosing Party's request or upon termination of this Agreement for any reason, the Receiving Party shall promptly return to the Disclosing Party or securely destroy, at the Disclosing Party's option, all documents and materials in its possession or control containing any Trade Secret, and shall certify in writing that it has done so. The Receiving Party's obligations under this Agreement with respect to any Trade Secret shall survive any return or destruction of documents or materials containing the Trade Secret.


4.1. Injunctive Relief

The Receiving Party acknowledges and agrees that any violation of this Agreement would cause irreparable harm to the Disclosing Party, that monetary damages may not provide a sufficient remedy, and that the Disclosing Party shall be entitled to seek injunctive relief to prevent any actual or threatened violation of this Agreement, without the necessity of proving the inadequacy of monetary damages or posting any bond or other security.

4.2. Additional Remedies

In addition to any other remedy available at law or in equity, the Disclosing Party shall be entitled to recover from the Receiving Party its reasonable attorneys' fees and costs incurred in enforcing its rights under this Agreement.


This Agreement shall commence on the Effective Date and shall continue in force for a period of five (5) years, or until the Trade Secret becomes publicly available or otherwise ceases to be a trade secret under applicable law, whichever occurs first.


This Agreement, and any dispute arising out of or relating to it, shall be governed by and construed in accordance with the laws of the United States and the state of [state of governing law], without regard to its conflicts of law provisions. Each Party submits to the exclusive jurisdiction of the federal and state courts located in [state of governing law] and waives any objection to venue in such courts.


7.1. Entire Agreement

This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, negotiations, or agreements, whether written or oral, relating thereto. No modification of this Agreement shall be binding unless made in writing and signed by both Parties.

7.2. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed replaced by a valid, legal, and enforceable provision that comes closest to the intent of the Parties in entering into this Agreement.

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


By: ___________________________ By: ___________________________
[Authorized Signatory] [Authorized Signatory]

Name: _________________________ Name: _________________________
Title: __________________________ Title: __________________________
Date: __________________________ Date: __________________________

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Common Sections of a Trade Secret Agreement

In this Trade Secret Agreement, you will see the following sections:

  1. Definitions
  2. Confidentiality
  3. Return or Destruction of Trade Secrets
  4. Remedies
  5. Term
  6. Governing Law and Jurisdiction
  7. Miscellaneous

Summary of each section:

  1. Definitions : This section explains what a "Trade Secret" is. It includes any non-public information that has economic value and is kept secret by reasonable efforts.

  2. Confidentiality : This section outlines the Receiving Party's obligations to keep the Trade Secret confidential, not disclose it to third parties, and use it only for the intended purpose. It also lists exceptions to these obligations and the conditions under which the Receiving Party may disclose the Trade Secret if required by law.

  3. Return or Destruction of Trade Secrets : This section requires the Receiving Party to return or securely destroy all documents and materials containing the Trade Secret upon the Disclosing Party's request or the termination of the agreement. The Receiving Party's obligations continue even after the return or destruction of the materials.

  4. Remedies : This section states that if the Receiving Party violates the agreement, the Disclosing Party can seek injunctive relief (a court order to stop the violation) and recover reasonable attorneys' fees and costs for enforcing the agreement.

  5. Term : This section sets the duration of the agreement, which is five years or until the Trade Secret becomes publicly available or is no longer considered a trade secret under the law, whichever comes first.

  6. Governing Law and Jurisdiction : This section specifies that the agreement is governed by the laws of the United States and a particular state, and that any disputes will be resolved in the courts of that state.

  7. Miscellaneous : This section includes various provisions, such as stating that the agreement is the entire understanding between the parties, that any changes must be in writing and signed by both parties, and that if any part of the agreement is found to be invalid, the rest of the agreement remains in effect.

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