Trade Secret and Technology License Agreement

Summary

This template is an agreement to license trade secrets and unpatented technology. In addition to trade secrets, consideration is given to confidential information, proprietary information, know-how, and improvements. This template includes practical guidance, drafting notes, and alternate and optional clauses. A trade secret owner may license its trade secrets without losing legal protection. However, disclosure by a licensor to a licensee must be made in a limited and circumscribed manner so as not to destroy the status of the trade secret. If, among other things, disclosure is made to further the owner's economic interests, it will constitute a limited disclosure that does not destroy the requisite secrecy. For a discussion of trade secrets, see Trade Secret Fundamentals. For a discussion of trade secret license agreements, see Trade Secret License Agreements. For a license agreement for trade secrets and patented technology, see License Agreement (Patent and Trade Secret Process). For guidance on managing an intellectual property (IP) portfolio, see In-House Intellectual Property & Technology Resource Kit.