The Use of the Non-Disclosure Agreement in New Mexico
A confidentiality agreement is also called a non-disclosure agreement (NDA). It refers to the legally binding document signed by employees, investors, and contractors to show that they are intent on keeping the trade secrets of the disclosing party confidential. Besides trade secrets, the document, once signed, covers sales information, client/ customer lists, marketing strategies, and any other important that is crucial for the success of your business. This information is regarded as confidential.
What is confidential information?
In the confidential agreement in New Mexico, confidential information refers to any information/ data that the disclosing party deems proprietary and the information that is unknown to the public. The information could be in a tangible or an intangible form. Confidential information will include marketing plans and strategies, projections, sales estimates, business plans or performance results, among others.
When creating an NDA, the receiving party acknowledges the proprietary nature of the information to the disclosing party and also that the disclosing party developed and obtained the information through immense efforts. To protect the information, the NDA will create a confidential relationship between the disclosing and the receiving parties.
Types of NDAs
Unilateral NDA - this refers to the signed one-way NDA which discloses specific information to a receiving party. The receiving party is required to keep the information a secret, and in the event of a breach, the receiving party will be held liable.
Bilateral NDA - this refers to the document created when two parties wish to disclose trade secrets between each other with either party expected to keep the secret disclosed by the other a secret. A mutual relationship is created, and the NDA is also called a mutual NDA. The bilateral NDA is common in joint ventures and mergers.
Reasons for the creation of CAs
Creating CAs/ NDAs is simple, and all you need to get started is a free New Mexico non-disclosure form. Once you have the form populated with all the details of the confidential information, the disclosing and the receiving parties sign and date the document and the document is regarded as a legally binding document. As mentioned above, you could use your free non-disclosure agreement in New Mexico for many uses. Here, we look at the specific reasons that prompt the creation of an NDA.
To maintain a competitive advantage - the NDA ensures that your trade secrets are kept under wraps and away from the public, your competition, and the media. In case you are wondering, trade secrets refer to the kind of information like a device, process, a formula, a method or a compilation that gives a business its competitiveness only if it’s unknown by competitors.
Trade secrets could also be regarded as valuable business information unknown outside a business entity, known only by the employees of the business, or the kind of information that is subjected to significant and reasonable measures ensuring that the information as protected. You might also think of a trade secret as the kind of business information that would be difficult for persons outside the company to obtain or duplicate.
You need an NDA to explain the responsibilities of the parties involved in the NDA
It sets the standards your company employs in handling its useful and proprietary information
To protect your patent rights
For the protection of crucial information during mergers
The NDA lays the groundwork for legal action.
Elements of the NDA in New Mexico
An NDA has four essential parts: the definition, exclusions, obligations, and time frames
The definition establishes the contents of the NDA as well as the rules of the contract. Under the definition, you need to define what the term confidential information means to you. This section also discloses if the NDA is oral marked 'confidential' or if it’s written.
This section outlines what is expected of the receiving party as well as the consequences of a breach in contract. Under the obligations, the receiving party must restrict the access of the information by third parties, other employees, and contractors and if these parties must access the information, then they should also sign NDAs. This section also indicates that the receiving party shall not copy, publish or disclose the information, in any manner and for his or her own benefit. Upon a written request by the disclosing party, the receiving party must return all the notes, printed materials, notes, and records relating to the confidential information.
This section indicates that the confidential information does not include the information available publicly, independently discovered information, information obtained legitimately, information that the receiving party learns from the disclosing party using a written approval, or information obtained through reverse engineering.
This is also the term of the agreement. It specifies how long the NDA will be valid.
The NDA might also carry clauses on severability, integration, waivers, and relationships.
Use of Non-compete agreements
Non-compete refer to the contracts prepared by employers to limit the ability of the employees to compete with their employer by stealing trade secrets or soliciting customers/ clients'
To be enforced, the document must strike a balance between protecting the legitimate business interests of the employer and the interests/ rights of an employee to work in a field that they are trained or passionate about. When determining reasonableness, the courts consider the time and geographical scope, the territory, as well as the activities of the former employee.
Value of consideration
While the state of New Mexico has not addressed the issue of consideration in contractual relationships/ arrangements, it accepts continued employment or some benefits to the employee in exchange to signing the non-compete; as long as the consideration on the table does not infringe on a former employee's ability to get work or work.
Do you have a business in Albuquerque, Las Cruces, Taos, Santa Fe, Ruidoso, Hobbs, Las Vegas, Clovis, Los Alamos or any other city in New Mexico? Get started on NDAs or non-competes with our free and easily downloadable non-disclosure form today.