Free Georgia Non-Disclosure Agreement

Sample Georgia Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") dated this ____________________, _______.

BETWEEN:

____________________ of ________________________________________________________________________________

(the "Employer")

OF THE FIRST PART

- AND -


____________________ of ________________________________________________________________________________

(the "Employee")

OF THE SECOND PART

BACKGROUND:

  1. The Employee is currently or may be employed as an employee with the Employer for the position of: ____________________. In addition to this responsibility or position (the "Employment"), this Agreement also covers any position or responsibility now or later held with the Employer.
  2. The Employee will receive from the Employer, or develop on the behalf of the Employer, Confidential Information as a result of the Employment (the 'Permitted Purpose').

IN CONSIDERATION OF and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

    Confidential Information

  1. All written and oral information and materials disclosed or provided by the Employer to the Employee under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Employee.
  2. The Employee acknowledges that in any position the Employee may hold, in and as a result of the Employee's Employment by the Employer, the Employee will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Employer and which information is the exclusive property of the Employer.
  3. 'Confidential Information' means all data and information relating to the business and management of the Employer, including but not limited to, the following:
    1. Confidential Information will also include any information that has been disclosed by a third party to the Employer and is protected by a non-disclosure agreement entered into between the third party and the Employer.
  4. Confidential Information will not include the following information:
    1. Information that is generally known in the industry of the Employer;
    2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Employee;
    3. Information rightly in the possession of the Employee prior to receiving the Confidential Information from the Employer;
    4. Information that is independently created by the Employee without direct or indirect use of the Confidential Information; or
    5. Information that the Employee rightfully obtains from a third party who has the right to transfer or disclose it.
  5. Confidential Obligations

  6. Except as otherwise provided in this Agreement, the Employee must keep the Confidential Information confidential.
  7. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Employer and will only be used by the Employee for the Permitted Purpose. The Employee will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Employer or any associated affiliates or subsidiaries.
  8. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Employee in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will be continuous from the date of this Agreement until ____________________, _______, except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.
  9. The Employee may disclose any of the Confidential Information:
    1. to such employees, agents, representatives and advisors of the Employee that have a need to know for the Permitted Purpose provided that:
      1. the Employee has informed such personnel of the confidential nature of the Confidential Information;
      2. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Employee;
      3. the Employee agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      4. the Employee agrees to be responsible for and indemnify the Employer for any breach of this Agreement by their personnel.
    2. to a third party where the Employer has consented in writing to such disclosure; and
    3. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
  10. Avoiding Conflict of Opportunities

  11. It is understood and agreed that any business opportunity relating to or similar to the Employer's current or anticipated business opportunities coming to the attention of the Employee during the Employee's Employment is an opportunity belonging to the Employer. Accordingly, the Employee will advise the Employer of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Employer.
  12. Without the written consent of the Employer, the Employee further agrees not to:
    1. solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the Employer; and
    2. directly or indirectly, engage or participate in any other business activities which the Employer, in their reasonable discretion, determines to be in conflict with the best interests of the Employer.
  13. Non-Solicitation

  14. Any attempt on the part of the Employee to induce others to leave the Employer's employ, or any effort by the Employee to interfere with the Employer's relationship with their other employees and contractors would be harmful and damaging to the Employer. The Employee agrees that from the date of this Agreement until ____________________, _______, the Employee will not in any way, directly or indirectly:
    1. induce or attempt to induce any employee or contractor of the Employer to quit their employment or retainer with the Employer;
    2. otherwise interfere with or disrupt the Employer's relationship with their employees and contractors;
    3. discuss employment opportunities or provide information about competitive employment to any of the Employer's employees or contractors; or
    4. solicit, entice, or hire away any employee or contractor of the Employer.

    This obligation will be limited in scope to those persons that were employees or contractors of the Employer at the same time that the Employee was employed by the Employer.

  15. Non-Competition

  16. Other than through employment with a bona-fide independent party, or with the express written consent of the Employer, which will not be unreasonably withheld, the Employee will not, from the date of this Agreement until ____________________, _______, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Employer that the Employee was working during any time in the last year of Employment with the Employer.
  17. From the date of this Agreement until ____________________, _______, the Employee will not divert or attempt to divert from the Employer any business the Employer had enjoyed, solicited, or attempted to solicit, from their customers, prior to termination or expiration, as the case may be, of the Employment.
  18. Ownership and Title

  19. The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Employer. Accordingly, the Employee specifically agrees and acknowledges that the Employee will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trademarks or trade names, notwithstanding the fact that the Employee may have created or contributed to the creation of that Confidential Information.
  20. The Employee does hereby waive any moral rights that the Employee may have with respect to the Confidential Information.
  21. The Confidential Information will not include anything developed or produced by the Employee during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trademarks or copyright that:
    1. was developed without the use of any equipment, supplies, facility or Confidential Information of the Employer;
    2. was developed entirely on the Employee's own time;
    3. does not relate to the actual business or reasonably anticipated business of the Employer;
    4. does not relate to the actual or demonstrably anticipated processes, research or development of the Employer; and
    5. does not result from any work performed by the Employee for the Employer.
  22. The Employee agrees to immediately disclose to the Employer all Confidential Information developed in whole or in part by the Employee during the term of the Employment and to assign to the Employer any right, title or interest the Employee may have in the Confidential Information. The Employee agrees to execute any instruments and to do all other things reasonably requested by the Employer (both during and after the term of the Employment) in order to vest more fully in the Employer all ownership rights in those items transferred by the Employee to the Employer.
  23. Remedies

  24. The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Employer. Accordingly, the Employee agrees that the Employer is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Employee and any agents of the Employee, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
  25. Return of Confidential Information

  26. The Employee agrees that, upon request of the Employer, or in the event that the Employee ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Employment, the Employee will turn over to the Employer all documents, disks or other computer media, or other material in the possession or control of the Employee that:
    1. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
    2. is connected with or derived from the Employee's services to the Employer.
  27. Notices

  28. In the event that the Employee is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Employee will give to the Employer prompt written notice of such request so the Employer may seek an appropriate remedy or alternatively to waive the Employee's compliance with the provisions of this Agreement in regards to the request.
  29. If the Employee loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Employee will immediately notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
  30. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
  31. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
    1. ____________________
      ________________________________________________________________________________
    2. ____________________
      ________________________________________________________________________________
  32. Representations

  33. In providing the Confidential Information, the Employer makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.
  34. Termination

  35. This Agreement will automatically terminate on the date that the Employee's Employment with the Employer terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
  36. Assignment

  37. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
  38. Amendments

  39. This Agreement may only be amended or modified by a written instrument executed by both the Employer and the Employee.
  40. Governing Law

  41. This Agreement will be construed in accordance with and governed by the laws of the State of Georgia.
  42. General Provisions

  43. Time is of the essence in this Agreement.
  44. This Agreement may be executed in counterpart.
  45. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  46. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
  47. The Employee is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Employer in enforcing this Agreement as a result of any default of this Agreement by the Employee.
  48. The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Employer and the Employee that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Employee to give the Employer the broadest possible protection to maintain the confidentiality of the Confidential Information.
  49. No failure or delay by the Employer in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  50. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Employer and the Employee.
  51. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

IN WITNESS WHEREOF ____________________ and ____________________ have duly affixed their signatures under hand and seal on this ____________________, _______.

     

Witness(Sign):________________________________

 

____________________________________

Witness Name: ____________________________

 

____________________________(Employer)


     

Witness(Sign):________________________________

 

_______________________________________

Witness Name: ____________________________

 

____________________________(Employee)



How to Create a Non-Disclosure Agreement in Georgia

The only way for your business to maintain its competitive advantage is by working on its projects continually, coming up with even more innovative ideas, and developing new and better products. These processes involve many parties in and out of the research and development teams. And even when you have one employee tasked with the critical details of your creative processes, your trade secrets could easily fall into the wrong hands, or they could find a way to your competitors. And as we all know, that is bad for business.

How then do you go around this challenge? Simple. Make sure that your employees, especially the ones who know all the details of your business, the devices you use or the programs your production process run on - sign a document that legally binds them and forbids them from divulging those trade profitable trade secrets.

The document that your employee(s) sign to keep trade secrets is the non-disclosure agreement, an NDA or a confidentiality agreement. Using this document, you will be able to keep a tight lid on your business' sensitive information.

Often, the non-disclosure document is drafted when sensitive or private information gets disclosed to your suppliers, clients, investors, and even suppliers. If any of these parties get wind of the information from the company, they will have to sign the NDA to show that they will not speak a word about the confidential trade secrets to competitors and other third parties.

Often, the NDA binds the person who signs it to secrecy for an indefinite period though there are times when there are definite timelines set. However, there should be a timeline in the NDA, and also the document must be signed so that the details of your business are not traded or shared with the public knowingly or accidentally.

Creating an NDA

You can easily create a free non-disclosure agreement in Georgia by filling out a pre-formatted and free non-disclosure form. The NDA lets you highlight your trade secrets and why you want the information kept secret.

Before we look at the elements that make the NDA complete, let's look at trade secrets.

Trade secrets represent the information that you wish to keep secret. The information could be in the form of a program, plans, methods, a technique, or even a device. The reason why the information is considered a trade secret is that keeping the information under wraps affects the economic performance of the business and the company will be affected negatively should the information get to the public or competitors. Besides the competitive edge, the information considered a trade secret could be protected by the legal system.

To create your free Georgia non-disclosure agreement, you need to ensure that it contains the following elements:

It must define the confidential information. We all know that a confidentiality agreement in Georgia holds the secret of the trade, but for your NDA, you must include all the basics of the material of commercial value should it be disclosed. The company is often the disclosing party because of its role in disclosing to the recipient the trade secrets. The definition of the information considered secret serves to create the rules of the consideration/ subject of the contract without having to put out the exact information. The confidential information shared may include the customer's purchase history or the company's financial information.

Exclusions of the Non-disclosure: In the NDA, you have to establish which information is not covered under the NDA. The most common exclusions include the information that is considered public knowledge or the information that is gathered by the recipient before signing the NDA.

Obligations of the recipient: you are also required to spell out that the person who receives the information keeps it a secret and that they should limit the use of the information. Under this section, it should be made clear that the receiving party must keep the information as secretive as possible for the exclusive and the sole benefit of the company or the disclosing party. This means that the recipient of the information is required to restrict the access to the information to other employees, independent contractors, as well as third parties, in the most reasonable way possible. And should the other parties require the information, they must sign non-disclosure agreements too. The signed non-disclosures issued by the initial recipient must be as restrictive as the original agreement.

Under the obligations, it should be noted that the recipient should not use for their own benefit, copy, publish or disclose the information to the others without prior written approval from the disclosing party.

This section also indicates that the recipient must return to the disclosing party any/ all records, notes or other printed, written and tangible materials in their possession that pertains to the confidential information when the disclosing party makes the request in writing.

Timeframes: Under the NDA, the trade secrets will be held securely until that time when the information is not considered a trade secret anymore or after the disclosing party or the company sends to the recipient a written notice that releases the party from the agreement.

Signatures: The NDA must have the signatures and names of the disclosing party and the receiving party, as well as their titles, and the signatures must be dated.

Other elements of the NDA include:

Relationships: this section indicates that no information in the NDA will be deemed to make either of the parties a partner, an employee or a venture of the other party.

Severability: in this case, if the court finds that a section of the NDA is not enforceable, the other sections of the document could be interpreted to best effect the intentions of the parties involved.

Waiver: This indicates that any failure in exercising the rights that are provided in the agreement will not constitute a waiver of the subsequent or the prior rights.

Integration: This establishes that the agreement is an expression of the complete understanding by the parties regarding the NDA and that the NDA supersedes any or all prior proposals, representations, agreements, and understandings. Both parties should be present to amend the document and the amendment should be in writing.

Types of NDAs in Georgia

Unilateral - this is also a one-way agreement, and only one party is disclosing the secrets and only one party held liable in the event of a breach of contract.

Bilateral - this is the NDA created when both parties involved in the trade disclose trade secrets to each other. This is also called a mutual NDA.

Non-Compete agreement

The non-competes are the most restrictive agreements drawn up to protect business secrets. This document restricts an individual from competing against their former employer by working for a competitor or starting their own business in the same line as the company creating the non-compete.

The covenant created using a non-compete aims to protect your investment of money and time especially in the development of the employee's skills as well as other protectable interests. What this means is that the employee will be in breach of the enforceable non-compete if they work with the competition even if they do not solicit customers.

Note that the provisions of the non-compete are enforceable in Georgia although it was a tough nut to crack in the Old Law. The New Law (Restrictive Covenant Act) makes it possible for employers to enforce the non-compete.

Whether you live in Atlanta, Augusta, Savannah, Macon, Athens, Decatur, Alpharetta or any other city in Georgia, you could use our free non-disclosure agreement forms to get started on the protection of your trade secrets.

Sample

GA Non-Disclosure Agreement

Personalize your Non-Disclosure Agreement template.

Print or download in minutes.