Trade Secrets and Technical Know-How Protection
Effective Date: [To be filled upon signing]
Agreement Type: Standard NDA with Enhanced Protection
Note: This is our standard NDA template. For specific cases and projects, separate customized NDAs may be negotiated and executed based on project requirements.
Contracting Parties
Disclosing Party / Company:
MICRO DIGITAL ELECTRONICS CORP S.R.L.
Registration Number: 50047468
EUID: ROONRC.J2024009262405
Address: Bucureşti Sectorul 4, Splaiul UNIRII, Nr. 16, office 705, Romania
Email: info@microdigitalcorp.com
Receiving Party / Client:
[Company Name]: ___________________________________
[Registration No.]: ________________________________
[Address]: _______________________________________
[Contact Person]: ________________________________
[Email]: _______________________________________
1. Purpose and Scope
This Agreement is entered into to facilitate discussions and potential collaboration regarding:
- Advanced electronics engineering and technical consultation services
- R&D projects in power electronics, FPGA development, and embedded systems
- Proprietary technical specifications, design methodologies, and industrial know-how
- Sensitive commercial information, pricing, and contractual arrangements
- Any other information related to potential professional engagement
2. Extended Definition of Confidential Information
2.1 Confidential Information Includes (Exhaustive List):
A. Technical Data and Know-How:
- Electronic circuits, PCB layouts, component specifications
- Proprietary algorithms, source code, firmware, FPGA configurations
- Testing procedures, optimization methodologies, simulation data
- Power topologies (5kW-1MW), digital control strategies
- Signal integrity solutions, EMC measures, thermal design
- Research results, pending patents, undisclosed inventions
B. Strategic Commercial Information:
- Client lists, suppliers, strategic partners
- Pricing, costs, profit margins, pricing strategies
- Business plans, market strategies, competitive analyses
- Financial information, R&D budget, technology investments
C. Operational Information:
- Team capabilities, organizational structure, specialist expertise
- Internal procedures, quality standards, certification processes
- Client relationships, project history, case studies
D. Intellectual Property Information:
- Unpublished patent applications, protected technical know-how
- Trade secrets, proprietary methods, internally developed technologies
- Licensing agreements, technology transfer agreements
2.2 Identification of Confidential Information:
- Documents marked “CONFIDENTIAL,” “PROPRIETARY,” “TRADE SECRET”
- Information disclosed orally and confirmed in writing within 15 days (NOT 30)
- Information that would be considered confidential under industry standards
- Any technical information that confers competitive advantage
2.3 Exceptions from Confidential Information:
- Information already in public domain without breach of this Agreement
- Information independently developed without use of confidential information
- Information legitimately received from third parties
- Information whose disclosure is required by final court order
3. Enhanced Obligations and Restrictions
3.1 Non-Disclosure Obligations (Absolute):
- Absolute Confidentiality: Receiving Party shall not disclose information to third parties
- Restricted Access: Limit access to employees/contractors with legitimate need
- Written Consent: No disclosure without prior written consent
- Return/Destruction: Return or destroy all information upon request
- TOTAL PROHIBITION of reverse engineering of disclosed technical solutions
3.2 Non-Use Obligations (Extended):
- Use information exclusively for evaluation of business relationship
- ABSOLUTE PROHIBITION of competitive use for competing services or products
- PROHIBITION of circumvention of business relationships or disclosed opportunities
- PROHIBITION of partial or total reproduction of proprietary methodologies
3.3 Mandatory Protection Measures:
- Implementation of security measures equivalent to own trade secrets
- Minimum standard: reasonable measures per EU Trade Secrets Directive
- Secure storage and password protection for electronic documents
- Controlled access through authentication and authorization systems
4. Permitted Uses (Restrictive)
Confidential Information may be used EXCLUSIVELY for:
- Evaluation of potential business collaboration (not internal development)
- Technical assessment of project feasibility and requirements
- Preparation of proposals, quotes, and specific technical solutions
- Internal discussions necessary for business evaluation
5. Employee and Contractor Obligations
5.1 Third Party Access:
Receiving Party may share information ONLY with employees who:
- Have demonstrable legitimate need for evaluation
- Are bound by equivalent confidentiality agreements
- Have been explicitly notified of confidential nature
5.2 Third Party Responsibility:
- Receiving Party remains FULLY LIABLE for breaches by third parties
- Obligation to take active measures to prevent unauthorized disclosure
6. Duration and Termination (Consolidated)
6.1 Extended Duration:
- Confidentiality Period: 7 years from disclosure of each item (NOT 5 years)
- Agreement Term: Remains in effect until termination with 60 days notice
- Survival: Confidentiality obligations survive termination
6.2 Information Return (Strict):
Upon termination or written request:
- Return all documents within 15 days (NOT 30)
- Delete all electronic copies and derivative works
- Written certification of compliance within 15 days with external audit if requested
7. Enhanced Intellectual Property Rights
7.1 Ownership (Absolute):
- All information remains exclusive property of Disclosing Party
- NO licenses or rights granted beyond explicit limits
- Pre-existing intellectual property rights remain unaffected
7.2 Derivative Developments (Total Protection):
- Any improvements or developments based on Confidential Information belong to Disclosing Party
- Receiving Party FULLY ASSIGNS all rights in such developments
- Notification obligation for any derivative developments within 48 hours
8. Remedies and Enforcement (Consolidated)
8.1 Irreparable Harm (Acknowledged):
- Breach may cause irreparable harm to Disclosing Party
- Monetary damages are INADEQUATE as remedy
- Disclosing Party entitled to injunctive relief and specific performance
8.2 Legal Remedies (Extended):
- Injunctive Relief: Immediate court orders to stop disclosure
- Monetary Damages: Compensation for actual damages AND lost profits
- Legal Costs: Prevailing party entitled to reasonable legal costs
- Profit Disgorgement: Return of profits from unauthorized use
- Punitive Damages: Per Romanian Civil Code – up to 3x damage value
8.3 Preventive Measures (Special):
- Attachment orders on assets to secure damages
- Interim measures for immediate cessation of unauthorized use
- Seizure of materials containing confidential information
9. Governing Law and Jurisdiction (Enhanced)
9.1 Applicable Law:
This Agreement is governed by Romanian law and EU Trade Secrets Directive 2016/943.
9.2 Exclusive Jurisdiction:
Disputes shall be resolved EXCLUSIVELY by competent courts of Bucharest, Romania.
9.3 Enforcement of Judgments:
- Parties waive any challenges of competency or forum non conveniens
- Immediate enforcement of interim measures without security deposit
10. General Provisions (Extended)
10.1 Entire Agreement:
This Agreement constitutes the entire agreement and supersedes all prior negotiations.
10.2 Amendments (Strict):
Amendments must be notarized and signed by both parties.
10.3 Assignment (Prohibited):
Agreement CANNOT be assigned without prior written consent of both parties.
10.4 Survival (Extended):
Provisions regarding confidentiality, remedies, and applicable law survive termination.
11. Special Provisions for Electronics Industry
11.1 Protected Technical Standards:
- Information regarding EMC, safety, and industry standards compliance
- Proprietary testing and measurement methodologies
- Supplier relationships and component sourcing strategies
11.2 Critical Competitive Sensitivity:
- Power electronics designs and topologies (5kW-1MW range)
- FPGA architectures and implementation strategies
- Embedded systems and firmware solutions
- Signal integrity and high-speed design techniques
12. Special Protection Clauses for R&D Laboratories
12.1 Research Know-How Protection:
- TOTAL PROHIBITION of research methodology reproduction
- PERPETUAL CONFIDENTIALITY for unpublished research results
- RESTRICTED ACCESS to similar research facilities for 2 years after termination
12.2 Research Team Protection:
- PROHIBITION of solicitation of employees for 3 years
- CONFIDENTIALITY regarding specific team competencies
- PROHIBITION of collaboration with former employees for 2 years
12.3 Specific Penalties for R&D Violations:
- Contractual penalties: EUR 500,000 per violation
- Additional damages: Complete profit loss for 5 years
- Injunctive relief: Cessation of competitive activity for 3 years
13. Execution
FOR MICRO DIGITAL ELECTRONICS CORP S.R.L.:
Signature: _________________________
Name: Peretyachenko Vitaly
Title: CEO
Date: _____________________________
COMPANY SEAL: ________________
FOR RECEIVING PARTY:
Signature: _________________________
Name: ____________________________
Title: ___________________________
Date: ____________________________
COMPANY SEAL: ________________
How to Use This Standard NDA
13.1 Standard Process:
- Download this standard NDA template from our website
- Complete the Receiving Party information
- Review with legal counsel (MANDATORY for projects >100k EUR)
- Sign and return via email (scanned copy acceptable)
- Receive countersigned copy for your records
13.2 Custom NDA Process:
For specific projects requiring tailored confidentiality terms:
- Contact us to discuss project-specific requirements
- We can negotiate separate customized NDAs
- Custom NDAs may include additional protections or modified terms
- Timeline typically 3-5 business days for custom agreements
13.3 Contact for NDA:
Email: info@microdigitalcorp.com
Subject Line: “Standard NDA Request – [Your Company Name]” or “Custom NDA Request – [Project Name]”
Response Time: Maximum 12 hours (NOT 24 hours)
13.4 Digital Execution:
We accept NDAs executed through:
- Digital signatures (DocuSign, Adobe Sign)
- Scanned copies via email
- Electronic copies with email confirmation
Note: Original signed copies may be required for high-value or sensitive projects exceeding EUR 250,000.
Document Version: 2.0 ENHANCED
Template Type: Standard NDA for Electronics Engineering Services with Enhanced R&D Protection
Jurisdiction: Romania, European Union
Compliance: Romanian Civil Code, EU Trade Secrets Directive 2016/943, Romanian Emergency Ordinance 25/2019