Protection of Trade Secret Agreement
Protecting trade secrets and other confidential information is of
vital importance to continued success in business. This
Agreement protects such information and allows parties to freely
work with each other while still protecting themselves.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY,
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND
COMPLETENESS. They are for guidance and should be modified to meet your needs and the
laws of your state. Use at your own risk. Docstoc and anyone who participated in providing or
modifying any form is not creating or entering into an Attorney-Client relationship. Docstoc
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does not provide legal advice. The information and forms are not a substitute for the advice of
your own attorney.
Protection of Trade Secret Agreement
This Agreement is made on ________________________ [insert date], by and between
________________________ ("INVENTOR"), and ________________________
("LICENSEE").
INVENTOR has the exclusive rights related to the trade secret described as
________________________ (“Trade Secret”).
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.
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.
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.
Use of Trade Secret. LICENSEE shall use its best efforts to exploit the Trade Secret to
maximize LICENSEE’s profits.
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 INVENTOR.
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
days notice, OWNER shall have the right to inspect such books and records at a reasonable
time.
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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.
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.
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.
Assignment. This Agreement shall not be assignable by either part without the written
consent of the other.
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.
Severability. In the event any provisions of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
Governing Law. This Agreement is prepared and entered into with the intention that the
law of the State of __________________ shall govern its construction and enforcement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
__________________________________
Inventor
__________________________________
Licensee
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Trade Secret Agreement
Check List
The check list is provided to inform you about this document in question and assist you in
its preparation. This format provides for royalties. This form can easily convert to enact a
one-time payment: remove the royalty payment and include a one-time payment clause.
1. Make multiple copies.
2. Give one to each party.
3. Keep a copy in the relevant project file.
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