This Trade Secret Non-Disclosure Agreement (herein referred to as the "Agreement") is created on the (number) day of (month) of the year (year) (the "Effective Date") and is entered between [Discloser.Company] of [Discloser.StreetAddress] [Discloser.City] [Discloser.State] (the "Discloser") and (Individual) of [Receiver.StreetAddress] [Receiver.City] [Receiver.State] (the "Receiver") who are collectively referred to as the "Parties."
WHEREAS, the Parties have the desire to enter into a working relationship with each other.
WHEREAS, the Parties acknowledge the Discloser has access to Trade Secrets and proprietary, Confidential Information which the Discloser must divulge to the Receiver to initiate and maintain a working relationship with each other.
WHEREAS, the Parties agree and recognize the Discloser's Trade Secrets and proprietary, Confidential Information is of significant value to the Discloser's business operations. The Parties agree it is in both of their best interests and the best interests of the working relationship to keep Discloser's confidential, proprietary information secret in nature.
NOW, THEREFORE, for and in consideration of the above provisions, the Parties hereto agree to the following:
"Trade Secret" means information possessed or developed by the Discloser, including but not limited to a formula, program, technical data, nontechnical data, technique, process, pattern, or compilation that has inherent economic value because it is not known by the general public or Discloser's competitors.
This information is not readily accessible by the general public and therefore is unattainable to the general public and competitors. Discloser utilizes their Trade Secrets to gain advantages in the marketplace through innovation and proprietary, Confidential Information. Discloser takes reasonable precautions to prevent trade secrets from being disclosed and released to the general public.
"Confidential Information" includes any information used in relation to Discloser's Trade Secrets and includes but is not limited to the following: documents, reports, records, data, models, programs, drawings, sketches, designs, financial plans, marketing plans, product plans, manufacturing procedures, software, formulas, methodologies, patents, patent applications, and general know-how communicated either verbally, electronically, or in print.
Trade secrets, patents, and confidential information are all different. Trade secrets are unique processes or other information that give companies a competitive edge due to their secret nature. Patents are licensed, intellectual property that excludes others from making or selling the patented item for a limited period of time. Confidential information is anything that concerns trade secrets, particularly processes, operations, strategies, reports, and more. Because these are all different, you should include them in the definitions section of your trade secret non-disclosure agreement to ensure all your bases are covered.