This document sets forth an agreement between an inventor and licensee whereby the
inventor exclusively allows the licensee to use the inventor’s trade secret. This
agreement has a confidentiality provision whereby the licensee agrees not to use,
publish, disclose, appropriate or communicate any information related to the trade
secret. The agreement further sets forth the fee to be paid to the inventor. This
template agreement contains standard clauses but can be customized to ensure that
the understandings of the parties are properly set forth.
Protection of Trade Secret Agreement
This Agreement is made on ________________________ [insert date], by and between
________________________ (“INVENTOR”), and ________________________
INVENTOR has the exclusive rights related to the trade secret described as
________________________ (“Trade Secret”).
1. Warrant. Inventor represents that the Trade Secret is only known by INVENTOR, and no third
party has any knowledge of Trade Secret. INVENTOR shall not disclose the Trade Secret to any
party during the term of this Agreement and any subsequent renewals of the Agreement, except
as authorized in this Agreement or by Licensee in writing.
2. Transfer. INVENTOR exclusively allows LICENSEE to use the Trade Secret. Upon the
execution of this Agreement, INVENTOR shall immediately release the Trade Secret to
LICENSEE. Further, INVENTOR shall cooperate with LICENSEE by providing reasonable
assistance to LICENSEE in the use of the Trade Secret. If INVENTOR makes any alterations or
improvements to the Trade Secret during the Agreement, INVENTOR shall promptly disclosed
to LICENSEE such alteration or improvement.
3. Confidentiality. LICENSEE will not, either during this Agreement with INVENTOR or at any
time thereafter, except as authorized in writing by the INVENTOR, use, publish, disclose,
appropriate or communicate, directly or indirectly, any information related to the Trade Secret,
which LICENSEE, in any way, acquired or during, or by reason of, this Agreement. LICENSEE
shall take all precautions to keep the process secret. If requested by INVENTOR, LICENSEE
shall render to INVENTOR a report as to the precautions taken with information related to the
Trade Secret and LICENSEE shall implement any reasonable requests by the INVENTOR with
regard to protecting the Trade Secret.
4. Use of Trade Secret. LICENSEE shall use its best efforts to exploit the Trade Secret to
maximize LICENSEE’s profits.
5. Non-Compete. LICENSEE will not, either during this Agreement or for a period of two years
thereafter, either directly or indirectly, for any third party, solicit, induce, recruit, or cause another
person in the _______________ [insert relevant industry] industry to compete with
6. Accounting. LICENSEE shall maintain all relevant records under Generally Accepted
Accounting Principles (GAAP) of all sales made pursuant use of the Trade Secret. Upon ten (10)
days notice, OWNER shall have the right to inspect such books and records at a reasonable time.
7. Fee. LICENSEE shall pay a fee of __________ percent (%____) to INVENTOR of the net
selling price of all goods produced under the Trade Secret. Such payment shall be made on a
________________ [insert time frame i.e. monthly or quarterly] basis, with accountings due
within fifteen (15) days of the end of the time for payment.
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2
8. Audit. If no objection or request for audit is sent by INVENTOR to LICENSEE within
_________ (___) months following the accounting, such accountings will be deemed to be final.
If a dispute arises, the parties shall appoint a neutral Certified Public Accountant (CPA) to
perform an audit. The CPA’s decision shall be final, binding and may be entered as a judgment in
any court with jurisdiction. The cost of any audit shall be paid by the prevailing party.
9. Termination. This agreement shall commence on the date first written above and terminate on
________________________ [insert date], unless terminated earlier as is provided herein. Upon
termination, LICENSEE shall will immediately deliver to the INVENTOR all data, manuals,
specifications, lists, notes, writings, customer and product lists, photographs, microfilm, tape
recordings and all other documents or tangible materials whatsoever, including all copies or
duplicates, which are related to the Trade Secret and provided to Licensee during the Agreement
and because of the Agreement. LICENSEE acknowledge that all such documents and tangible
materials, and copies or duplicates thereof, including my own notes, are the Company's property,
which is only entrusted to me on a temporary basis.
10. Assignment. This Agreement shall not be assignable by either part without the written
consent of the other.
11. Entire Agreement. This Agreement sets forth all of the covenants, provisions, agreements,
conditions and understandings of parties relating to the subject matter of this Agreement, and
supersedes and replaces any other covenants, promises, agreements, conditions or
understandings, either oral or written, between them other than as set forth herein.
12. Severability. In the event any provisions of this Agreement shall be held invalid or
unenforceable by an