Free Rhode Island Non-Disclosure Agreement

Sample Rhode Island Non-Disclosure Agreement


THIS NON-DISCLOSURE AGREEMENT (the "Agreement") dated this ____________________, _______


____________________ of ________________________________________________________________________________

(the "Employer")


- AND -

____________________ of ________________________________________________________________________________

(the "Employee")



  1. The Employee is currently or may be employed as an employee with the Employer for the position of: ____________________. In addition to this responsibility or position (the "Employment"), this Agreement also covers any position or responsibility now or later held with the Employer.
  2. The Employee will receive from the Employer, or develop on the behalf of the Employer, Confidential Information as a result of the Employment (the 'Permitted Purpose').

IN CONSIDERATION OF and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

    Confidential Information

  1. All written and oral information and materials disclosed or provided by the Employer to the Employee under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Employee.
  2. The Employee acknowledges that in any position the Employee may hold, in and as a result of the Employee's Employment by the Employer, the Employee will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Employer and which information is the exclusive property of the Employer.
  3. 'Confidential Information' means all data and information relating to the business and management of the Employer, including but not limited to, the following:
    1. Confidential Information will also include any information that has been disclosed by a third party to the Employer and is protected by a non-disclosure agreement entered into between the third party and the Employer.
  4. Confidential Information will not include the following information:
    1. Information that is generally known in the industry of the Employer;
    2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Employee;
    3. Information rightly in the possession of the Employee prior to receiving the Confidential Information from the Employer;
    4. Information that is independently created by the Employee without direct or indirect use of the Confidential Information; or
    5. Information that the Employee rightfully obtains from a third party who has the right to transfer or disclose it.
  5. Confidential Obligations

  6. Except as otherwise provided in this Agreement, the Employee must keep the Confidential Information confidential.
  7. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Employer and will only be used by the Employee for the Permitted Purpose. The Employee will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Employer or any associated affiliates or subsidiaries.
  8. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Employee in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will be continuous from the date of this Agreement until ____________________, _______, except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.
  9. The Employee may disclose any of the Confidential Information:
    1. to such employees, agents, representatives and advisors of the Employee that have a need to know for the Permitted Purpose provided that:
      1. the Employee has informed such personnel of the confidential nature of the Confidential Information;
      2. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Employee;
      3. the Employee agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      4. the Employee agrees to be responsible for and indemnify the Employer for any breach of this Agreement by their personnel.
    2. to a third party where the Employer has consented in writing to such disclosure; and
    3. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
  10. Avoiding Conflict of Opportunities

  11. It is understood and agreed that any business opportunity relating to or similar to the Employer's current or anticipated business opportunities coming to the attention of the Employee during the Employee's Employment is an opportunity belonging to the Employer. Accordingly, the Employee will advise the Employer of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Employer.
  12. Without the written consent of the Employer, the Employee further agrees not to:
    1. solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the Employer; and
    2. directly or indirectly, engage or participate in any other business activities which the Employer, in their reasonable discretion, determines to be in conflict with the best interests of the Employer.
  13. Non-Solicitation

  14. Any attempt on the part of the Employee to induce others to leave the Employer's employ, or any effort by the Employee to interfere with the Employer's relationship with their other employees and contractors would be harmful and damaging to the Employer. The Employee agrees that from the date of this Agreement until ____________________, _______, the Employee will not in any way, directly or indirectly:
    1. induce or attempt to induce any employee or contractor of the Employer to quit their employment or retainer with the Employer;
    2. otherwise interfere with or disrupt the Employer's relationship with their employees and contractors;
    3. discuss employment opportunities or provide information about competitive employment to any of the Employer's employees or contractors; or
    4. solicit, entice, or hire away any employee or contractor of the Employer.

    This obligation will be limited in scope to those persons that were employees or contractors of the Employer at the same time that the Employee was employed by the Employer.

  15. Non-Competition

  16. Other than through employment with a bona-fide independent party, or with the express written consent of the Employer, which will not be unreasonably withheld, the Employee will not, from the date of this Agreement until ____________________, _______, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Employer that the Employee was working during any time in the last year of Employment with the Employer.
  17. From the date of this Agreement until ____________________, _______, the Employee will not divert or attempt to divert from the Employer any business the Employer had enjoyed, solicited, or attempted to solicit, from their customers, prior to termination or expiration, as the case may be, of the Employment.
  18. Ownership and Title

  19. The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Employer. Accordingly, the Employee specifically agrees and acknowledges that the Employee will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trademarks or trade names, notwithstanding the fact that the Employee may have created or contributed to the creation of that Confidential Information.
  20. The Employee does hereby waive any moral rights that the Employee may have with respect to the Confidential Information.
  21. The Confidential Information will not include anything developed or produced by the Employee during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trademarks or copyright that:
    1. was developed without the use of any equipment, supplies, facility or Confidential Information of the Employer;
    2. was developed entirely on the Employee's own time;
    3. does not relate to the actual business or reasonably anticipated business of the Employer;
    4. does not relate to the actual or demonstrably anticipated processes, research or development of the Employer; and
    5. does not result from any work performed by the Employee for the Employer.
  22. The Employee agrees to immediately disclose to the Employer all Confidential Information developed in whole or in part by the Employee during the term of the Employment and to assign to the Employer any right, title or interest the Employee may have in the Confidential Information. The Employee agrees to execute any instruments and to do all other things reasonably requested by the Employer (both during and after the term of the Employment) in order to vest more fully in the Employer all ownership rights in those items transferred by the Employee to the Employer.
  23. Remedies

  24. The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Employer. Accordingly, the Employee agrees that the Employer is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Employee and any agents of the Employee, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
  25. Return of Confidential Information

  26. The Employee agrees that, upon request of the Employer, or in the event that the Employee ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Employment, the Employee will turn over to the Employer all documents, disks or other computer media, or other material in the possession or control of the Employee that:
    1. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
    2. is connected with or derived from the Employee's services to the Employer.
  27. Notices

  28. In the event that the Employee is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Employee will give to the Employer prompt written notice of such request so the Employer may seek an appropriate remedy or alternatively to waive the Employee's compliance with the provisions of this Agreement in regards to the request.
  29. If the Employee loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Employee will immediately notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
  30. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
  31. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
    1. ____________________
    2. ____________________
  32. Representations

  33. In providing the Confidential Information, the Employer makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.
  34. Termination

  35. This Agreement will automatically terminate on the date that the Employee's Employment with the Employer terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
  36. Assignment

  37. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
  38. Amendments

  39. This Agreement may only be amended or modified by a written instrument executed by both the Employer and the Employee.
  40. Governing Law

  41. This Agreement will be construed in accordance with and governed by the laws of the State of Rhode Island.
  42. General Provisions

  43. Time is of the essence in this Agreement.
  44. This Agreement may be executed in counterpart.
  45. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  46. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
  47. The Employee is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Employer in enforcing this Agreement as a result of any default of this Agreement by the Employee.
  48. The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Employer and the Employee that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Employee to give the Employer the broadest possible protection to maintain the confidentiality of the Confidential Information.
  49. No failure or delay by the Employer in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  50. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Employer and the Employee.
  51. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

IN WITNESS WHEREOF ____________________ and ____________________ have duly affixed their signatures under hand and seal on this ____________________, _______.





Witness Name: ____________________________







Witness Name: ____________________________



Comprehensive Guide on the Elements of a Non-Disclosure Agreement in Rhode Island

A confidentiality agreement in Rhode Island also referred to as the non-disclosure agreement (NDA), secrecy or a confidential disclosure agreement refers to the legally binding contract created between two or more parties.

This contract outlines all the details of the confidential information, knowledge or material and it is used by companies to protect the secrets or proprietary information that gives a company its competitive advantage. Besides proprietary information like patents, trademarks, and copyrights, the NDA could be used to protect a company's trade secrets.

Although this is a term that is thrown around without much thought, a trade secret is the kind of information that gives a company its actual or potential economic advantage because it is unknown to the public or competitors.

The information could be in the form of a program, a process, compilation, method, pattern, formula, or technique that needs to be kept private for the success of a company; in the eyes of the law, it makes sense to take such measures like signing NDAs to protect the information.

Common uses or forms of the NDA

You will come across a confidentiality agreement when interacting with lawyers, doctors, banks or priests. You will come across or hear about doctor-patient CAs, bank-client confidentiality, priest-penitent privilege, and attorney-client privileges.

The NDA is also used commonly by employers when they want to protect trade secrets and also companies planning to go through takeovers or mergers. It could also be used by companies going into partnerships or the ones starting a joint venture. Once signed, the document creates a binding or a contractual relationship between the parties involved. You should, however, know that the NDA will not be enforceable if the activities protected in the NDA are felonies.

Now that you know how these contracts are used, it is important for us to look at the how to create the NDA. Unlike simple agreements for sales, asking someone to keep their mouth shut about a trade secret even after they no longer work for you will require a higher degree of professionalism.

First, you need to ensure that the document comes in the right format. For that, you have to download a free Rhode Island non-disclosure agreement form then fill it out while ensuring that it has all the clauses needed to protect your information.

Main types of NDAs

Unilateral NDA - this contract is also referred to as a one-way NDA; and as the name suggests, it's created between two parties. One party, the disclosing party, will plan to disclose confidential information to the receiving party, and since the disclosing party cannot trust the receiving party entirely, it uses the document to ensure that the information divulged does not reach the public or the competition. In the event of a breach, the receiving party will be held liable. The receiving party can only use the information given if they get a go-ahead from the disclosing party.

Bilateral NDA - this legally binding contract is also called a mutual or a 2-Way NDA. It is a binding contract created between two parties that wish to exchange trade secrets but at the same time ensure that neither party discloses the trade secret of the other. It protects you from further disclosure hence its commonality in joint ventures or mergers. In the real world, bilateral NDAs are used more often than the unilateral NDAs, because the unilateral NDA will often put all the blame on the receiving party in the event of a breach. The bilateral contract holds both parties liable, and it is regarded as fair and also balanced.

There is also a third type of NDA, the multilateral agreement. It's uncommon but comes in handy when three or more parties are required to maintain secrecy over confidential information. By using a multilateral NDA, you eliminate the need for separate unilateral or bilateral contracts.

What do you need to make the NDA enforceable?

Using your free non-disclosure agreement in Rhode Island, you will be able to effectuate the authority needed to protect the sensitive information that gives your company its competitiveness. Some of the critical elements of the NDA include:

A concise description of the confidential information: you may not want to hear this, but a blanket description of the confidential information you need protecting is not enough to secure that information. You need to indicate clearly what you don't want to be revealed to the public or your competitors. Some of the accurate descriptions you could use include marketing strategies, production methods, production software, customer/ vendor lists, or even accounting/ financial information, rather than 'important business information.'

While naming the information that is regarded confidential, you also need to indicate the kinds of information not considered confidential. To be on the safe side, note that non-confidential information will include information that the recipient of the trade secrets had prior knowledge of, information obtained subsequently from a different source, information available in public, or details subjected to subpoenas. The clause with the non-confidential information is the Exclusions Clause.

Obligations: besides keeping the information shared confidential; the recipient should not use the information or material gathered for personal benefit. The recipient should only use the information for the intended purpose; they should only disclose the information on a need-to-know basis. Note that the recipient is also expected to keep the information as reasonably possible and they also need to make sure that anyone learns about the trade secrets abides by the obligations outlined, and they restrict the use of and access to the information.

Time period: this is in the terms and the conditions of the contract. It is important to indicate how long the NDA is binding and where it could be used. In the terms and conditions, it's also important to indicate the jurisdiction where the law and the NDA are legally binding. Keep in mind the time during which the information is to remain confidential should be reasonable for the enforcement of the NDA.

Non-compete Agreement

This refers to an employment contract that is used by employers to limit or curtail an employee's ability to compete with their employer through the theft of trade secrets or customer/vendor information. Basically, it makes it impossible for the employee to compete with the employer directly and indirectly.

Among other restrictions, the non-compete will forbid an employee from working for the competition for some months up to 5 years after they leave employment. Also, the employee cannot set up a competing practice within a specific geographical radius and for a specific duration.

The court decides if the terms agreed upon are reasonable or not. While the court determines the reasonableness of the contract, you need to make sure that the contract strikes a balance between the protection of a business' legitimate interests and the employee's ability to get gainful employment in the area they have trained.

Initial or an offer of continued employment is yet to be lawfully regarded as sufficient consideration statewide.

Looking for an NDA form in Cranston, Warwick, Newport, Providence, Narragansett, Westerly, Bristol, Middletown, Coventry, or any other city in Rhode Island State? Perhaps you should consider our non-disclosure agreement forms available at no cost.


RI Non-Disclosure Agreement

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