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Trade Secret Confidentiality Agreement
"I need a Trade Secret Confidentiality Agreement to protect our company's AI algorithms and machine learning models when sharing them with our new development partner in California, with the agreement to commence from March 1, 2025."
1. Parties: Identification of the disclosing and receiving parties
2. Background: Context of the agreement and purpose for sharing trade secrets
3. Definitions: Key terms including 'Trade Secrets', 'Confidential Information', 'Permitted Purpose'
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of trade secrets
5. Permitted Use: Scope of authorized use of trade secrets
6. Term and Termination: Duration of agreement and termination provisions
7. Return of Information: Requirements for returning or destroying confidential information
1. Non-Competition: Restrictions on competitive activities (when additional protection against competition is required and permissible under state law)
2. Non-Solicitation: Restrictions on soliciting employees or customers (when protecting against poaching is relevant)
3. Whistleblower Provisions: DTSA-required immunity notice (mandatory when agreement involves employees or contractors)
1. Schedule of Trade Secrets: Detailed list of specific trade secrets covered by the agreement
2. Security Protocols: Specific procedures for handling and protecting trade secrets
3. Authorized Personnel: List of individuals authorized to access trade secrets
Authors
Trade Secrets
Permitted Purpose
Disclosing Party
Receiving Party
Authorized Representatives
Affiliates
Confidential Materials
Proprietary Information
Effective Date
Term
Restricted Period
Security Protocols
Derived Information
Unauthorized Disclosure
Permitted Disclosures
Representatives
Intellectual Property Rights
Proprietary Rights
Third Party
Business Day
Confidentiality Obligations
Exclusions
Related Parties
Residual Information
Non-Disclosure
Permitted Use
Protection Measures
Return or Destruction of Information
Term and Termination
Remedies
Injunctive Relief
Exceptions to Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Security Requirements
Marking and Identification
Notice Requirements
Survival
Assignment
Governing Law
Jurisdiction
Whistleblower Protection
Severability
Third Party Rights
Amendments
Entire Agreement
Force Majeure
Indemnification
Dispute Resolution
Waiver
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