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Be Specific.

In every trade secret contract, there will be a provision defining what types or categories of information are considered confidential information. The purpose of such a definition is to establish the bounds of the disclosure. The definition should specifically list out the exact forms of materials that the disclosing entity regards as a trade secret or confidential information. A definition that fails to lay out specific categories may be deemed too broad to be enforceable in a court of law.

Limit Exclusions.

Most trade secret contracts exclude some information from the “confidential information” definition. The secret-receiving party will be under no obligation to hold the excluded information in confidence.

Beware the Term.

Agreements typically provide a termination clause, which defines when and how the relationship will end. Some provisions, such as confidential information, indemnification and jurisdiction, may require a life beyond the natural life of the contract, as they may be invoked at a later date.

Keep it Confidential.

A trade secret remains a protected form of intellectual property only so long as it is kept a secret. When a business identifies certain processes and information as secret, it must treat it as such, and include methods of protection within its contractual arrangements.

Review the Boilerplate.

Boilerplate terms, often contained in a “miscellaneous” section at the bottom of an agreement, are included in nearly every contract. However, slight changes to these standard terms can significantly alter the leverage and enforcement power for the contracting parties.


Trade secret contracts are common, and most of the elements mentioned above are common terms (although they may not be freely given through the first draft). Standard documents rarely provide the protection companies need to fully protect their trade secrets and enforce their rights or receive damages should secrets be spilled.

About RVL®

Rockridge Venture Law® is a certified B Corp law firm embracing the mantra of technology lawyers for good. Rockridge® services include corporate, intellectual property, litigation, M&A, privacy, technology, and venture capital law. Rockridge has been recognized as a B Corp Best for the World and Real Leaders Top 150 Impact Company, and has been featured by Conscious Company Magazine, Forbes, and other top media focused on industry leaders in impact and innovation.

The Rockridge team has worked with Grammy winners, Nobel Prize winners, and world champion athletes to create and monetize distinctive intellectual property assets. Rockridge clients include founders, investors, and multinationals scaling disruptive technologies and iconic brands. Rockridge is headquartered in Tennessee, with satellite offices in Durham, New Haven, and New York.

We’re Building Today’s Company for Tomorrow’s Economy® by leading clients through the dizzying array of information controls, by helping them to develop and monetize proprietary assets, and by enabling their impactful products, programs, and principles.

See case studies on how we’ve helped transformative companies at Rockridge Case Studies.

Please note that this guide is for informational and advertisement purposes only. The use of this guide does not constitute an attorney client relationship. As laws frequently change and may be interpreted differently, RVL® does not in any way guarantee the accuracy or applicability of this information.

Kevin Christopher

Author Kevin Christopher

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