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The Elements of the Non-Disclosure Agreement in Wyoming
A confidentiality agreement in Wyoming, also called a non-disclosure agreement refers to a legally binding contract drawn by parties wishing to protect their company’s or individual confidential information because of the value of the information.
The protection of the information regarded as confidential is important because an unpermitted disclosure could mean the loss of a company’s competitive advantage and a significant loss in profits.
In other cases, the disclosure of the information could result in a tarnished public image or the loss of patent rights. While it is impossible to get back to where one was before a breach, enforcing an NDA ensures that the guilty party pays for the damages caused.
Considering the weight that is carried by the NDA, it is important for you to download a free Wyoming non-disclosure form online then ensure that it has all the necessary information within its scope. The NDA form gives you a general idea of what should be in the NDA, but it is up to you to make it befitting for your circumstances.
So, what are the elements to be included in the NDA?
The parties involved: the NDA must name the disclosing party- the party that wants the other person/ company to protect the information. The disclosing party has authorship rights of the NDA. The other party is the receiving party or the recipient. The recipient signs the NDA to show that he or she accepts the responsibility to protect the trade secrets or proprietary information. For the free non-disclosure agreement in Wyoming to be legally binding, it should be signed and dated by the disclosing and the receiving party.
Description of the confidential information: you will be tempted to only describe the trade secret as confidential information, but this blanket description is not enough. To avoid loopholes, you should give details of the confidential information. Confidential information is defined as the data or the information that is regarded as competitively sensitive, and it is unknown to the public. The confidential information is legal, and it ranges from vendor lists, customer lists, business practices, marketing strategies, designs, and marketing materials to trade secrets, prototypes, software, hardware configurations, and inventions.
However, the confidential information is exclusive of information that is available and known to the public, or information shared by a third party. The non-confidential information also includes information that is developed by the receiving party independently, say through reverse engineering or the information that the receiving party discloses because the disclosing party has directed them
Obligations: your free NDA in Wyoming is incomplete without an outline of the obligations of the receiving party. The receiving party should not disclose the trade secrets or other forms of the confidential information without the permission of the disclosing party, and also, they are not permitted to use the confidential information for their personal benefit without the express direction of the disclosing party. But, there are more obligations carried by the receiving party:
The recipient should prevent unauthorized access to the confidential information and safeguard its use and access by the third parties on the need to know basis. The recipient should not share the information with others for any reason, and in the event of a loss of accidental disclosure, they should inform the disclosing party immediately. Also, the recipient is to destroy or return the confidential information when the contract expires.
While the receiving party’s main role is not to disclose the trade secrets, they will have to spill the beans if compelled by the court. When this happens, they have to inform the receiving party immediately.
Duration: the receiving party is expected to protect the confidential information from the effective date (date they sign the NDA) until the contract expires or after the disclosing party informs them that they don’t need to protect the information anymore. In some cases, the protection of the trade secrets and proprietary information by the third party ends when a specific amount of time passes.
Jurisdiction: this shows where the powers of the NDA apply. Often, the NDA will apply to a specific state. While NDAs are regarded as less restrictive, incorporation of non-compete and non-solicitation clauses or agreements make the contracts more restrictive; this affects the jurisdiction of enforcement.
To stop an employee from using your trade secrets and customer lists to get ahead and compete against you after they leave your employment, you need to enforce a non-compete agreement. It is a time and geographically restricting contract that ensures the protection of your legitimate business interest while upholding the employee’s rights to work within a field they’re trained.
Time and geographical restrictions matter a lot in the enforcement of such contracts because the courts will not validate a non-compete that causes hardship or affects the general public. The court will also determine if the employee’s actions have been out of good faith, as well as the territory the non-compete is to be enforced.
There should also be a consideration. The state accepts initial employment or added benefits as sufficient consideration if the employment relationship ends. And if the contract is signed after employment starts, then the employee will require special training, extra pay and other benefits as consideration.
Get started with our free non-disclosure agreement forms available in Jackson, Cody, Laramie, Casper, Cheyenne, Sheridan, Gillette, Evanston, Rawlins, or any other city in Wyoming.