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Defines “Trade Secret” and “Confidential Information,” including business plans, strategies, costs, technical developments, and proprietary materials. Requires the Recipient not to disclose or use such information during the relationship and after termination, subject to legal/court-order exceptions. 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TRADE SECRET.“Trade Secret” means all information possessed by or developed for the Releasor to which all of the following apply: (i) the information derives independent economic value from not being generally known and (ii) the Releasor takes reasonable precautions to prevent such information from being disclosed and released to the public.  \nIn addition, throughout the duration of this Agreement and the Recipient’s business relationship with the Releasor and any time after the termination of such relationship, the Recipient shall do what is reasonably necessary to prevent unauthorized disclosure of the Releasor’s Trade Secrets. Furthermore , after the termination of the any such relationship, the Recipient shall not use or disclose the Releasor’s Trade Secrets as long as they remain Trade Secrets.  \nII. CONFIDENTIAL INFORMATION.“Confidential Information” means information, to the extent it is not a Trade Secret, although that is possessed by the Releasor and which is shared to the Recipient, including, but not limited to, business plans, strategies, existing or proposed , costs, technical developments, financial or business projections, investments, marketing plans, or training information, materials, and any other information that holds proprietary value to the Releasor.  \nIII. NON-DISCLOSURE. Except as required to further the relationship between the Releasor and the Recipient or as expressly authorized in writing on behalf of the Releasor, the Recipient shall not disclose, directly or indirectly, any Confidential Information during the period of their relationship with the Releasor or any time after the termination of such relationship.  \nIV. EXCEPTIONS. The provisions of this Agreement will not be deemed to prohibit any disclosure that is required by law or court order, however the Recipient agrees to provide the Releasor with reasonable prior notice and an opportunity to contest or minimize such disclosure.  \nIn addition, the Recipient may disclose Confidential Information or Trade Secrets at anytime conditional upon a written release from this Agreement by the Releasor.  \nV. RETURN OF INFORMATION. Immediately upon termination of the relationship between the Releasor and the Recipient, the Recipient shall return to the Releasor any documents related to the Confidential Information or Trade Secrets which are in the Recipient’s possession.  \nVI. ACKNOWLEDGMENTS. The Recipient acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by the Recipient , (ii) the Recipient has had an opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by and duties imposed upon the Recipient hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of the Releasor, (iv) such covenants and duties will not place an undue burden upon the Recipient’s livelihood in the event of termination of the Recipient’s business relationship with the Releasor and the strict enforcement of the covenants contained herein, and (v) any breach of this Agreement will cause substantial and irreparable harm to the Releasor for which money damages would be an inadequate remedy.  \nVII. GOVERNING LAW","cbCaiiBTtITDi8AF","https://ap.wps.com/l/cbCaiiBTtITDi8AF","pdf",118710,"English","# Trade Secret\n## Confidential Information\n## Non-Disclosure\n## Exceptions\n## Return of Information\n## Acknowledgments\n## Governing Law","[{\"question\":\"What information qualifies as a “Trade Secret” under this agreement?\",\"answer\":\"“Trade Secret” includes information with independent economic value from not being generally known, where the Releasor takes reasonable precautions to prevent disclosure and release to the public.\"},{\"question\":\"What obligations does the Recipient have regarding Confidential Information?\",\"answer\":\"The Recipient must not disclose Confidential Information (directly or indirectly) during the relationship or after termination, except as expressly authorized in writing or required to further the relationship.\"},{\"question\":\"What are the permitted exceptions to disclosure?\",\"answer\":\"Disclosure is not prohibited when required by law or court order, provided the Recipient gives the Releasor reasonable prior notice and an opportunity to contest or minimize the disclosure. The Recipient may also disclose only with a written release from the Releasor.\"}]","Trade Secret Non-Disclosure Agreement - NDA Template | PDF",1789589007]