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TRADE SECRET PROTECTION AGREEMENT

This Trade Secret Protection Agreement (hereinafter referred to as the “Agreement”) is entered into as of the _____ day of ____________, 20____ (the “Effective Date”), by and between SecureIntel Technologies Inc., a company incorporated under the laws of the United States, having its principal place of business at ________________________ (hereinafter referred to as the “Disclosing Party”), and ___________________________, a _______ [state or country] [entity type], having its principal place of business at ________________________ (hereinafter referred to as the “Receiving Party”) (collectively, the “Parties”).

1. DEFINITIONS

1.1. Trade Secrets

For the purposes of this Agreement, "Trade Secrets" shall mean any and all non-public information, data, or material, including but not limited to technical data, business strategies, methodologies, source code, formulas, inventions, financial information, customer lists, supplier lists, marketing plans, pricing information, prototypes, or other intellectual property, whether tangible or intangible, written or oral, that the Disclosing Party considers valuable and attempts to keep confidential.

2. CONFIDENTIALITY

2.1. Confidentiality Obligations

The Receiving Party agrees to hold the Trade Secrets in strict confidence, to take all reasonable precautions to prevent unauthorized disclosure, and not to use the Trade Secrets for any purpose other than as necessary to perform its obligations under this Agreement or as authorized by the Disclosing Party in writing. The Receiving Party shall not disclose or make available the Trade Secrets to any person or entity, except to its employees, agents, or representatives who need to know the Trade Secrets in connection with the Receiving Party's performance under this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.

2.2. Duration of Confidentiality Obligations

The Receiving Party's obligations under this Section 2 shall continue for a period of five (5) years from the date of disclosure of the Trade Secrets; provided, however, that the Receiving Party's obligations hereunder with respect to any portion of the Trade Secrets that constitute trade secrets under applicable law shall continue for so long as such information remains a trade secret under applicable law.

3. PROTECTIVE MEASURES

3.1. Security Protocols

Both Parties agree to implement and maintain reasonable security measures to protect the Trade Secrets from unauthorized access, disclosure, or use, including but not limited to password protection, access controls, and secure storage. The Parties shall promptly notify each other of any actual or suspected breaches of this Agreement and cooperate in good faith to remedy any such breaches.

3.2. Return or Destruction of Trade Secrets

Upon the Disclosing Party's request, or upon the termination or expiration of this Agreement or the completion of the purpose for which the Trade Secrets were disclosed, the Receiving Party shall promptly return, or at the Disclosing Party's option, destroy any and all copies, reproductions, notes, summaries, analyses, or other materials in its possession or control that contain or reflect any Trade Secrets, and shall certify in writing that it has complied with this Section 3.2.

4. DISCLAIMERS AND LIMITATIONS

4.1. No Warranty

THE DISCLOSING PARTY PROVIDES THE TRADE SECRETS "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

4.2. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE DISCLOSURE, USE, OR MISUSE OF THE TRADE SECRETS, WHETHER BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS SECTION 4 SHALL APPLY REGARDLESS OF WHETHER (A) THE TRADE SECRETS ARE FURNISHED OR MADE AVAILABLE TO THE RECEIVING PARTY; (B) THE RECEIVING PARTY MISUSES, MISHANDLES, OR DISCLOSES THE TRADE SECRETS; OR (C) THIS AGREEMENT IS TERMINATED.

5. GOVERNING LAW AND DISPUTE RESOLUTION

5.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflicts of law principles.

5.2. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be finally resolved by arbitration under the rules of the American Arbitration Association, which rules are deemed to be incorporated by reference into this Section 5.2. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be [City, State, United States]. The language of the arbitration shall be English. The award rendered by the arbitrator(s) shall be final and binding on the Parties, and judgment upon the award may be entered in any court having jurisdiction thereof.

6. MISCELLANEOUS

6.1. Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions of the Parties, whether oral or written. This Agreement may be amended only by a written instrument signed by both Parties.

6.2. No Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party waiving its rights. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.

6.3. Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, all of which shall remain in full force and effect, and the affected provision shall be construed so as to be enforceable to the maximum extent permissible by law.

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

SecureIntel Technologies Inc. [Receiving Party Name]
By: _______________________ By: ______________________
Name: _____________________ Name: ____________________
Title: ______________________ Title: _____________________