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Everything You Need to Know About the Non-Disclosure Agreement in Ohio
Also called the non-disclosure agreement or NDA, a confidentiality agreement refers to the document drawn to protect a company’s secrets. The secrets protected give the company its competitive advantage, and by keeping the information away from the public domain or competitors, the company gets to perform better than the other.
The information kept a secret will range from the customer lists, marketing and advertising strategies, financial and accounting information, and operations to trade secrets including methods, processes, techniques, programs, and compilations, among others. Other than maintaining a competitive advantage, the NDA will ensure the protection of confidential information when exploring partnerships and other forms of business ventures.
By ensuring that the receiving party signs the NDA, you are assured of legal remedies should your trade secrets fall in the wrong hands. You should, therefore, ensure that the receiving party signs an NDA before you disclose any details of the trade secret – any information obtained or learned by the receiving party before signing of the NDA is regarded non-confidential.
So, if you are worried about saying things you did not mean, ensure that the person you are talking to signs an NDA. It is important to note that signing the agreement before sharing any details ensures that all the secrets shared remain in the room.
You should also be aware of kinds of information not covered in the NDA. Information not covered in the NDA include information already known to the public, information obtained from a third party, information one is already aware of, as well as the information that the receiving party obtains or arrives at independently and without prior knowledge of your company secrets.
When creating an NDA, there are specific elements you should include or account for. But first, you have to get a free Ohio non-disclosure agreement form online. The form contains the necessary parts geared towards the creation of a complete and an enforceable NDA.
Your free non-disclosure agreement in Ohio must have the following parts:
Definition of confidential information: clearly give the details of the information you consider confidential. You need to be as specific as possible when talking about the specific information covered by your NDA. So, steer clear of phrases like business practices or operational secrets opting for specific definitions like customer lists, marketing ideas, production program X, or recipe Y. By outlining the details of the NDA in details, it ensures that the receiving party does not use the vague or ambiguous terms to their advantage. If you are unsure, you should seek help from a professional.
Obligations: the NDA should outline the simple fact that the receiving party should maintain the secrecy of the information shared and that they should not use the information or knowledge gained for personal use; within a specific time and geographical restrictions.
Complying to court or government orders: if the receiving party is compelled by the court to reveal trade secrets, he or she should comply to the order but also inform the disclosing party of the order as soon as possible.
Consequences of a breach: it should be indicated in the NDA that the breaching party could be sued and that they will be liable for damages if found guilty. The guilty party could also have to pay for lost profit, and they could also be held in contempt. However, with the best legal guidance, you will be able to avoid litigation by ensuring that you get an injunction relief stopping the guilty party from disclosing the confidential information. Other NDAs feature provisions for liquidated damages to provide an incentive to the receiving party so that he or she keeps their end of the agreement.
Timeframes: this section of the NDA includes the date that the NDA becomes effective, as well as the duration that the NDA remains effective. It should have a specific duration that is reasonable although there is the option of naming an event that causes the expiry of the terms of the NDA. The time frame should be reasonable, and it cannot last throughout eternity. Besides timeframes, there’s need to provide for the geographical scope.
Non-compete agreements: to ensure that the receiving party does not use the information provided for their own benefit or that they don’t divulge the trade secrets to the competition, you need a non-compete.
This document will restrict an employee from stealing company secrets like customer lists. For enforcement, it should be balanced – the company’s legitimate business interests should be protected as should the employee’s right to work within the field they are trained.
The time and geographical scopes should also be reasonable, as should the consideration (what the receiving party gets from signing the agreement – initial or continued employment). Non-competes are also called non-circumvention clauses. You could also incorporate a non-solicitation clause in the NDA.
Do you need an NDA in Columbus, Cleveland, Dayton, Cincinnati, Akron, Toledo, Kent, Dublin or any other city in Ohio? Get started with our free non-disclosure agreement forms available online today.