How to Write a Non-Disclosure Agreement in Oregon
If your company's actual or potential success relies on keeping its processes away from the public domain and competitors, you should consider creating a confidentiality agreement in Oregon (CA), also called a non-disclosure agreement (NDA).
It works well when you are recruiting new staff because it means that as long as a new employee takes up a role with you, then it means that he or she is willing to take up the responsibility of keeping your trade secrets far from the limelight. While you may not need all your employees to sign an NDA, senior-level employees and others who may get in contact or require knowledge of your trade secrets should sign the document before you begin the intensive talks on their roles in the organization.
In case you are wondering, trade secrets refer to information that gives a company its competitive edge just because the public is not aware of the existence of the information. Since a company obtains its competitiveness from the information, it is regarded as such and protected using NDAs. The information that makes up trade secrets include, but is not limited to processes, programs, methods, compilations, programs, recipes or formulas.
Besides trade secrets, the NDA could be drawn to protect a company's confidential information like marketing strategies, pricing model, customer and vendor lists, as well as innovations and patents.
Types of Non-Disclosure Agreements
Unilateral NDA - this is an NDA drawn between two parties; the disclosing and the receiving party. The receiving party is liable for damages in the event of a breach once a unilateral NDA is signed. This document is common between employers and employees.
Bilateral or mutual NDA - this is an NDA drawn between the two parties wishing to ensure that both parties keep their end of the bargain and that they do not reveal the trade secrets or the proprietary information held by the other party. This document is common between partners getting into a joint venture. In the event of a breach, both parties are held responsible and liable for the damages.
So, how do you write an NDA?
Free Oregon non-disclosure agreement form - this is the first and the most important document/ template that will set you on the right path to the creation of enforceable NDAs. The form has different clauses, and you should read them all before you finalize or have your employee sign it.
Elements of an enforceable NDA
Definition: for enforcement, your NDA must clearly describe the information regarded as confidential. This means that you should steer clear or generalized, vague and ambiguous phrases when outlining the information protected by the NDA. So, instead of just saying confidential information, indicate what you are protecting. You could be protecting your customer/ vendor list, your production schedules, marketing strategies, pricing models, software programs, etc.
Binding time period: for how long is the receiving party expected to keep the confidential information confidential? While the duration during which the NDA is in effect varies, you should try to be as specific as possible. If you don't have a specific date, you should consider indicating that the power carried by the NDA will end when the disclosing party wishes. Keep in mind that the NDA will be active for a period of time ranging from a few weeks to months or years.
Obligations of the receiving party: basically this outlines what is expected from the receiving party once they sign the NDA. The obligations are divided into non-disclosure and non-use. What these obligations mean is that by signing your free non-disclosure agreement in Oregon, the receiving party has to restrict the access of the information by third parties while keeping their mouths shut about the contents of the NDA and the information they are protecting.
Regarding non-use, it means that the receiving party shall not use the confidential information for personal gain and if they have any copies or prints of the information, they should only return to them to the disclosing party after they receive a formal/ written request.
Dealing with a compulsion order: you need to indicate in the NDA that if compelled by the court or the government, say through a subpoena, the receiving party should only disclose the specifics asked, and they should also make the disclosing party aware of the order.
Keep in mind that the NDA will not cover information already out in public, information acquired by the receiving party legitimately, or information that was provided by a third party.
Non-compete clause: this is another important agreement that could be part of the NDA or drawn up as an independent document. It is more restrictive compared to the NDA in that it forbids the receiving party, mostly employees, against working for the employer's direct competition, sharing details about the company, starting a similar business, or giving out customer information to the competition.
This restrictive document must have a time and a geographical restriction for enforcement. Also, it should be able to strike a balance between protecting the legitimate interest of the company from any form of unfair competition while upholding an employee's right to find meaningful employment in a field he or she has received training and is knowledgeable.
Note that the state only permits non-competes if they are entered between an employer and an employee upon the employee's initial employment or as a bona fide advancement for the employee. There's also the matter of consideration with the state accepting an offer of initial employment as sufficient consideration. Employee benefits count too.
Note that the consideration must also include a bona fide advancement that is more than a salary increase or extra compensation - there should be actual changes to the employee's job status or any other form of valuable compensation.
The recent statutory amendments note that the non-compete agreement will only apply to the employees exempt from receiving overtime pays, those with access to the company's trade secrets or other sensitive details, and the employees whose gross annual compensation at the time of termination exceeds the median value of family income for a 4-person family, as per the guidelines by the Census Bureau.
Finally, the non-compete must be reasonable with regards to time and geography - you cannot stop an employee from working anywhere in the US forever or restrict them from working for the competition forever.
Planning to use an NDA to protect the new marketing strategies agreed upon? Get our free non-disclosure agreement forms online from Medford, Portland, Bend, Salem, Eugene, Hillsboro, Astoria, and every other city in Oregon.