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Everything You Need to Know About the Non-Disclosure Agreement in North Dakota
Confidential information refers to the non-public data that is classified as restricted. This information pertains to your business, and it determines running a business, as well as the success of the business. Often, confidential information gives a business a competitive edge, and when disclosed, a company is likely to lose profits and what makes it more profitable than other businesses.
To protect this information, a company will ensure that the persons in contact with the information or the trade secret sign a confidential agreement in North Dakota. Confidentiality agreements (CAs) are also called non-disclosure agreements (NDAs), and they are legally binding.
What is a trade secret?
A trade secret refers to the information that is available in the form of a process, compilation, formula, recipe, program, or a method which gives a company its competitive advantage by remaining a secret. If available in public, the company loses its competitiveness, hence the need for the measures taken to ensure its protection. NDAs are effective in protecting the information.
An NDA refers to a legally binding document that protects sensitive information (confidential information or trade secrets) from getting into the wrong hands. The person who creates an NDA is the disclosing party while the person who learns about the confidential information is the receiving party. The disclosing party will download a free North Dakota non-disclosure form online the populate it with their specifics of the NDA and applicable terms.
When creating an NDA, you will come across two main types of NDAs- the unilateral and the bilateral (mutual) NDAs. The unilateral NDA is created between the disclosing and a receiving party (employer and employee), and the receiving party is responsible for keeping the information a secret, and in the event of a breach, the receiving party is held liable. On the other hand, you have the bilateral NDA – an agreement drawn between two parties divulging company secrets with either party expected to maintain the secrecy of the traded information. Both parties are held liable in the event of a breach of contract.
With a comprehensive NDA, there’s a free flow of the confidential information within the company for maximum performance but, the persons with knowledge of the trade secret are expected to keep the information within the walls of the company.
When creating an NDA, there are basic components to include for the enforcement of the document. These are also the elements that the receiving party will counter-check before signing the NDA. They include:
Clear definitions: the only way for you to ensure that the NDA has no loopholes is by outlining your clear definition of clear definition of confidential information. Instead of mentioning that an employee cannot divulge ‘critical business secrets’ mention what the secret is.
For instance, customer/ vendor lists, marketing strategies, projections, accounting and financial information, as well as programs and software used by the company. You also need to indicate the information you do not consider confidential because it is available in the public domain.
Other kinds of information to be excluded from the NDA include information the receiving party obtains from third parties, information the receiving party has personal knowledge of, as well as the information that the receiving party knows about by employing techniques like reverse engineering and without the aid of knowledge from the NDA./p>
Outline the obligations of the receiving party: it should be clear that the receiving party should not divulge the secrets held in the NDA and also, they should not use the information obtained from the NDA for personal gains. The consequences of a breach of contract should be outlined in the document.
Often, the consequences include payment of damages, or the disclosing party gets an injunction relief. Note that some employees will not agree to the terms of the NDA if it includes a liquidated version of the damages. So, even if you wish to quantify the damages, you should only do that after seeking approval from a legal professional. Also, the court may deem the liquidated damages unreasonable.
While an NDA outlines the consequences of a breach, it should strike a balance between the effects on the receiving party and the benefits to the disclosing company. Also, under the responsibilities should be a statement on what happens if the receiving party is compelled by the court to reveal the company secrets. When this happens, the receiving party is expected to comply with the legal order though they should notify the disclosing party of the development.
Outline the jurisdiction that the NDA applies: for reasonableness, the NDA should specify where the rules apply. This is an important provision especially when you incorporate a non-compete clause forbidding an ex-employee from working within a specific geographical region at a specific time. The time and geographical restrictions must be reasonable.
Non-compete clauses are used to limit the employee’s ability to compete with their employer either by trading trade secrets or stealing/ soliciting employees. You could also use a non-compete when dissolving a company or a partnership. Like the terms of the NDA, the non-compete must strike a balance the protection of the legitimate interests of the company from unfair competition and the right of an employee to work within a field they’ve trained in.
Under the court’s scrutiny, the document’s reasonableness is considered after determining the time and geographical scope of the agreement, as well as the size and type of the business, and the consideration received by the employee. The state restricts contracts that restrain anyone from exercising a legitimate trade or business or profession except during the sale of businesses, in partnerships or during the dissolution of the terms of the document.
A reasonable non-compete has a time restriction of a maximum of 10 years, it doesn’t restrict the receiving party from practicing or working anywhere in the US, it doesn’t violate or interfere with public interests, and it does not make it impossible for an individual to find employment.
The parties to the free non-disclosure agreement in North Dakota should sign and date the NDA for its effectiveness.
Do you need an NDA in Grand Forks, Minot, Bismarck, Fargo, Williston, Mandan, Devils Lake or any other city of North Dakota? Get started with our free non-disclosure forms easily accessible online.