TRADE SECRET PROTECTION AND NON-DISCLOSURE AGREEMENT

(Oregon Law – Comprehensive Template)

[// GUIDANCE: This template is drafted for use under Oregon law and incorporates the Oregon Uniform Trade Secrets Act (“OUTSA”), Or. Rev. Stat. §§ 646.461 – 646.475. Customize bracketed items before execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Agreement Title
   Trade Secret Protection and Non-Disclosure Agreement (this “Agreement”)

2. Parties
   This Agreement is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
   a. [FULL LEGAL NAME OF DISCLOSER], a [STATE & ENTITY TYPE] having its principal place of business at [ADDRESS] (“Discloser”); and
   b. [FULL LEGAL NAME OF RECIPIENT], a [STATE & ENTITY TYPE] having its principal place of business at [ADDRESS] (“Recipient”).

3. Recitals
   A. Discloser possesses valuable Confidential Information and Trade Secrets (each as defined herein).
   B. Recipient desires to receive such information solely for the purpose of [PURPOSE] (the “Permitted Purpose”).
   C. In consideration of the mutual covenants herein, the parties agree as follows.

II. DEFINITIONS

(Definitions appear in alphabetical order and apply throughout this Agreement.)

“Affiliate” – any entity controlling, controlled by, or under common control with a party.

“Confidential Information” – any non-public information disclosed by Discloser to Recipient, whether oral, written, electronic, or in any other form, that (i) is designated as confidential or (ii) reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including Trade Secrets, business plans, customer lists, financial data, prototypes, and computer programs. Confidential Information excludes information that Recipient demonstrates by competent evidence: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to Recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to Confidential Information.

“Dispute” – any claim, controversy, or dispute arising out of or relating to this Agreement, its breach, or its enforcement.

“Misappropriation” – acquisition, disclosure, or use of a Trade Secret that qualifies as “misappropriation” under Or. Rev. Stat. § 646.461(2).

“Permitted Purpose” – [INSERT PRECISE DESCRIPTION].

“Representatives” – a party’s employees, officers, directors, partners, members, agents, and professional advisers who have a legitimate need to know the Confidential Information.

“Trade Secret” – information 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, each within the meaning of Or. Rev. Stat. § 646.461(4).

III. OPERATIVE PROVISIONS

3.1 Disclosure & Use
(a) Discloser may disclose Confidential Information to Recipient strictly for the Permitted Purpose.
(b) Recipient shall use Confidential Information solely for the Permitted Purpose and for no other purpose, direct or indirect.

3.2 Standard of Care
Recipient shall protect Confidential Information using at least the same degree of care as it employs to protect its own information of like importance, but in no event less than a commercially reasonable standard.

3.3 Permitted Disclosures
Recipient may disclose Confidential Information only to its Representatives who: (i) have a bona fide need to know, (ii) are bound by confidentiality obligations at least as protective as this Agreement, and (iii) are informed of the confidential nature of the information.

3.4 Return or Destruction
Upon the earliest of (i) Discloser’s written request, (ii) completion of the Permitted Purpose, or (iii) termination of this Agreement, Recipient shall promptly return or destroy all Confidential Information and certify such destruction in writing; provided that Recipient may retain one archival copy solely to monitor compliance with this Agreement and to comply with legal or regulatory obligations.

3.5 Duration of Obligations
(a) The confidentiality and non-use obligations with respect to Trade Secrets continue for so long as such information remains a Trade Secret under applicable law.
(b) For all other Confidential Information, the obligations survive for [__] years after the Effective Date.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority
Each party represents that (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (ii) it has full power and authority to enter into and perform this Agreement; and (iii) the individual executing this Agreement has been duly authorized.

4.2 Non-Infringement
Discloser represents that, to its knowledge, disclosure of the Confidential Information does not infringe the intellectual property rights of any third party.

4.3 Disclaimer of Accuracy
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” DISCLOSER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY SET FORTH HEREIN.

4.4 Survival
All representations and warranties survive the Term (defined below) for a period of [__] years, except as otherwise stated.

V. COVENANTS & RESTRICTIONS

5.1 No Reverse Engineering
Recipient shall not analyze, disassemble, decompile, reverse engineer, or otherwise attempt to derive the composition, design, or underlying ideas of any Confidential Information, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition.

5.2 Compliance with Law
Recipient shall comply with all federal and state laws, including export control laws, in connection with its use of Confidential Information.

5.3 Notice of Compelled Disclosure
If Recipient is compelled by law or court order to disclose Confidential Information, Recipient shall (i) provide Discloser with prompt written notice to enable Discloser to seek a protective order, and (ii) disclose only the portion legally required, using reasonable efforts to obtain confidential treatment.

VI. DEFAULT & REMEDIES

6.1 Events of Default
Any Misappropriation or unauthorized disclosure or use of Confidential Information constitutes a material breach and an “Event of Default.”

6.2 Notice and Cure
Upon an Event of Default, Discloser shall give written notice to Recipient. Cure periods do not apply to intentional Misappropriation or disclosure of Trade Secrets.

6.3 Injunctive Relief
Recipient acknowledges that Misappropriation would cause irreparable harm for which monetary damages are inadequate. Discloser is entitled to seek immediate injunctive or other equitable relief under Or. Rev. Stat. § 646.465 in any court of competent jurisdiction without posting bond to the extent permitted by law.

6.4 Monetary Damages
In addition to equitable relief, Discloser may recover damages under Or. Rev. Stat. § 646.467, including actual loss, unjust enrichment, and, in cases of willful or malicious Misappropriation, exemplary damages up to twice the actual damages.

6.5 Attorney Fees
The prevailing party in any action to enforce this Agreement is entitled to recover reasonable attorney fees and costs in accordance with Or. Rev. Stat. § 646.471 and as otherwise permitted at law.

VII. RISK ALLOCATION

7.1 Indemnification by Recipient
Recipient shall indemnify, defend, and hold harmless Discloser and its Affiliates, and their respective officers, directors, employees, and agents, from and against all claims, losses, damages, liabilities, and expenses (including reasonable attorney fees) arising from or relating to:
(a) Recipient’s breach of this Agreement;
(b) Recipient’s Misappropriation of Trade Secrets; or
(c) Recipient’s negligent or willful misconduct.

[// GUIDANCE: “No liability caps” per user metadata – do not insert any limitation of liability clause that limits Recipient’s exposure.]

7.2 Insurance
Recipient shall maintain commercially reasonable insurance covering risks under this Agreement, with minimum limits of [AMOUNT] and insurers rated A- or better by A.M. Best. Upon request, Recipient shall provide certificates of insurance.

7.3 Force Majeure
Neither party is liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, and governmental action, provided that the affected party provides prompt notice and resumes performance as soon as practicable. Force Majeure does not excuse payment or confidentiality obligations.

VIII. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement and any Dispute are governed by and construed in accordance with the laws of the State of Oregon, including the OUTSA, without regard to conflict-of-law principles.

8.2 Arbitration
Except for actions seeking injunctive relief under Section 6.3, any Dispute shall be finally resolved by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.
(a) Seat: [CITY], Oregon.
(b) Tribunal: One arbitrator experienced in commercial and trade secret law.
(c) Discovery: Limited but sufficient to permit a full and fair hearing.
(d) Award: The arbitrator may award all remedies available at law or equity, consistent with this Agreement, and shall award attorney fees to the prevailing party. Judgment upon the award may be entered in any court of competent jurisdiction.

8.3 Forum Selection & Jurisdiction
For injunctive relief and for enforcement of the arbitration award, the parties hereby submit to the exclusive jurisdiction of the state courts of Oregon located in [COUNTY], and waive any argument of inconvenient forum.

8.4 Jury Trial Waiver
TO THE EXTENT ANY LITIGATION IS PERMITTED, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

8.5 Severability of DR Provisions
If any provision of this Article VIII is held invalid, such invalidity shall not affect the enforceability of the remaining provisions.

IX. GENERAL PROVISIONS

9.1 Term and Termination
This Agreement begins on the Effective Date and continues until terminated by either party upon thirty (30) days’ prior written notice (the “Term”). Termination does not affect obligations accruing prior to termination, including confidentiality obligations that expressly survive.

9.2 Amendment & Waiver
No amendment or waiver is effective unless in writing and signed by authorized representatives of both parties. Waiver of any breach does not constitute waiver of any other breach.

9.3 Assignment
Recipient may not assign or delegate any right or obligation under this Agreement without Discloser’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets, provided the successor agrees in writing to be bound hereby. Any purported assignment in violation of this Section is void.

9.4 Successors & Assigns
Subject to Section 9.3, this Agreement binds and benefits the parties and their respective successors and permitted assigns.

9.5 Severability & Reformation
If any provision is held unenforceable, the remaining provisions remain in effect. The unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable, reflecting the parties’ intent.

9.6 Integration
This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and representations, whether written or oral.

9.7 Counterparts & Electronic Signatures
This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one instrument. Signatures delivered electronically or by facsimile are deemed originals.

[// GUIDANCE: Add notarization or witness blocks only if required by company policy or specific transaction.]

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have executed this Trade Secret Protection and Non-Disclosure Agreement as of the Effective Date.

[// GUIDANCE: If desired, insert notary acknowledgment blocks or witness signature lines below per ORS Chapter 194 requirements.]

End of Document