The Importance of the Non-disclosure Agreement in Maryland
Which is the biggest secret you've ever had to keep? And was disclosing it paramount to legal action against you? Did the party disclosing the secret mention or imply that failure to abide by the terms of the contract would mean that you are charged in court or that you would have to pay damages for the losses suffered by the disclosing party directly or directly? And did they make you sign a document?
If you signed a document that says you cannot breach the agreement, it means that you have swum in the world of non-disclosures.
A non-disclosure agreement is a document that people often sign to protect trade secrets, among other reasons. The non-disclosure agreement also called an NDA, or a confidentiality agreement (CA) is, in most cases, the most important part of legal settlements. The agreement could also be the basis or the condition for an individual to get employed, or it could be all that you need to create a business relationship. As you delve into the world of confidentiality agreements in Maryland, you will realize that the term confidential means different things to different parties.
So, what is considered confidential?
Under the legal lens, confidential refers to that which must be kept under wraps. It's the basis of your free non-disclosure statement in Maryland. The receiving party to the agreement and the contract must agree to keep their mouths shut about the information regarded as confidential in the NDA. The confidential information could include employee details, company projects run by an employee, a product or program, or investor information.
Often, the information considered confidential is a trade secret. Trade secrets refer to the information - program, device, process, method, or technique - that, if disclosed, could affect the company's economic value and the only way for the company to say afloat is by keeping the information away from the public eye and from competitors. The trade secret that a company wishes to protect gives the company a competitive advantage in the market. The trade secrets could also include data about clients, expansion plans, or information about pending litigation.
Uses of the NDAs
The primary role of an NDA or a CA is to keep business secrets. As a result, there are several uses of the document including:
Employee disclosures: if you are in the kind of business that deals in and with sensitive information such as product development plans and programs, research, or inventions, you want to ensure that those details do not leave the room or the building. The only way of doing that is by asking your employees to sign NDAs.
Agreements with independent contractors: if you have someone working on a special project and you wish to have the information away from your competitors, you should consider getting the contractor to sign the document.
Keeping business or professional information a secret: this is common with doctors and lawyers, as they are required by law to keep the details of their clients and their cases a secret.
You could also use the NDA when dealing with investors or when coming up with agreements necessary for arbitration and litigation.
What makes a complete and an enforceable NDA in Maryland?
The first step in creating NDAs involves downloading a non-disclosure form that is pre-formatted.
In your free Maryland non-disclosure agreement form, you have to include the following details:
Definition of the information or knowledge you consider confidential and also the reason why you wish for that information to remain confidential.
Exclusions: this is the description of the information that is not included in the confidentiality document. Often, the exclusion describes the information that isn't regarded as confidential because it is public knowledge or because the receiving party already has knowledge of the information before he or she signs the NDA.
The obligations of the receiving party: here, the disclosing party must disclose what the roles of the receiving party are beside keeping the information a secret. The obligations section also indicates when the receiving party will have to destroy or even return the confidential information when they are done with the information or when they are no longer required to keep the secret. Under the obligations, the receiving party is also made aware of the fact that they cannot reproduce the trade secrets through printing, copying, or divulging the information to others, not even other employers. So, if one contravenes these conditions, they will be held liable.
Also, note that the receiver of the information can only return the trade secrets to the disclosing party after they receive a formal/ written request. And, anyone else needing the information must sign an NDA.
Time: the NDA has to set a limit to how long the information is considered confidential, as well as how long the receiving party keeps the information under wraps.
Other terms: in the NDA, it's important to include clauses that could protect or ensure the enforcement of the document. These clauses include the severability clause, integration, waivers, modifications, relationships, and arbitration, among others,
Signatures: the parties to the must sign the NDA against their names, and the document must be dated.
Types of NDAs
You could either use a unilateral or a bilateral NDA. With the unilateral NDA, there is only one party (receiving) that signs and agrees to keep the information shared secretive; and if they breach the contract, they will be held liable. The bilateral NDA, on the other hand, represents the document used by two parties to promise each other that they will keep each other's information a secret. The bilateral NDA is common in joint ventures and partnerships.
Note: you must always read every bit of information contained in the NDA before signing it. You also need to check if the document has a statement that avoids the creation of a confidential relationship between the parties involved.
Are you thinking of creating an NDA for your business in Ocean City, Baltimore, Rockville Annapolis, Salisbury, Laurel, Bethesda, or any other city in Maryland? Get started with our free non-disclosure forms available online.