Free Idaho Non-Disclosure Agreement


The Essentials of an Enforceable Non-Disclosure Agreement in Idaho

A confidentiality agreement in Idaho (CA) is also called a non-disclosure agreement (NDA), and it refers to a legal tool that finalizes a company’s intention to protect its proprietary information and trade secrets when conducting business with other business entities, as well as between employers and employees.

Confidential information

This refers to the information or data deemed proprietary by a disclosing party. This information is unknown to the public, and it could be tangible or intangible. That means that the confidential information does not include information known to the receiving party before signing the document, information disclosed to the receiving party by a third party or information that could become available publicly if the receiving party were in breach of the contract.

It could also be deemed non-confidential if the information is requested for presenting in a judiciary or an administrative proceeding or if the receiving party independently obtained the information.

Trade secrets

A trade secret protected by a free non-disclosure agreement in Idaho refers to information regarding a method, device, procedure, process, compilation, program, or technique which gives the company in question active or potential economic advantage, as long as the information is kept private.

Elements of an NDA

Besides the details of the information that is kept secret, you will use the downloaded free Idaho non-disclosure agreement form to outline the obligations of the parties involved in the contract, as well as the details of the non-confidential information (mentioned above) that is excluded from the NDA.

The non-disclosure agreement also contains the details of the term or the duration during which the NDA will remain in effect. During that period, the receiving party should maintain the confidentiality of the information in question.

The document must have the dated signatures of the parties involved in the transaction to ensure that the document can be presented in court in case of a breach so that the party responsible for the breach takes liability for their actions and damages caused to the disclosing party.

Usage of NDAs

By signing the NDA, the receiving party agrees to use the confidential information only for the purpose outlined by the disclosing party and in connection with contemplated or the current business relationship created between the parties. The NDA should not be used for any other purpose other than the one(s) stipulated and also contained in the NDA. The only time or circumstance that forces a receiving party to act against the stipulated conditions in the NDA is if there is prior written consent authorizing such action from the disclosing party or the representative of the disclosing party.

The title and the ownership to the confidential information lie with the disclosing party and any/ all uses of the confidential information will be for the benefit of the disclosing party and not the receiving party. Modifications and any manner of modification will not transfer the proprietary rights to the trade secrets from the disclosing party.

Induced disclosure

The receiving party could be compelled to reveal the details of the NDA and the confidential information held in it in case of an administrative, judicial, or governmental order such as a subpoena, a regulatory request, a discovery request or any other method provided that the receiving party notifies the disclosing party promptly and to the most feasible extent. The notice should be in writing.

Note that the NDA created and signed should be prepared in accordance with the state’s Trade Secrets Act in Title 48 and Chapter 18.

Other documents that protect proprietary information

Non-compete agreement in Idaho

A non-compete also called the restrictive covenant and it refers to an employment arrangement / contract that employers use to limit an employee’s ability to compete with their employer either through stealing trade secrets or by stealing/ soliciting customers. But, the laws will not be executed blindly.

The contents of the contract must be reasonable in the sense that there should be a balance between the ability to protect the legitimate business interests of the employer from any unfair competition and protection of the rights of the employee to work in a field that they have been trained. The courts will decide what is reasonable by looking at the size and the type of business the duration and the geographic scope of the restrictions put in place.

The court will also determine whether or not the employee receives adequate consideration or benefits. The courts have not, however, made a ruling on whether or not the promise of initial employment falls under consideration for the contractual arrangement.

What this means is that the courts will only enforce the restrictive covenant if its terms are reasonable and also if they are necessary for the protection of the employer’s customer list, trade secrets or any other information that is regarded as confidential like money, energy, and the time used to develop/ enhance the skills and the experience of the employee.

Which city in Idaho is your business? Boise, Nampa, Idaho Falls, Twin Falls, Meridian, Moscow, Lewiston, Pocatello, Sandpoint or another city not listed? Well, regardless of the city your business is headquartered, you can access our downloadable and free non-disclosure forms online now to get started.