Alabama Non-Disclosure Agreement
The Alabama Non-Disclosure Agreement (NDA) is a document that imposes a legal requirement on an individual to keep a company’s confidential secrets to themselves. The document is frequently used in situations involving potential mergers. It is also useful in cases where a company will be exposing information that could be damaging if put in the wrong hands. If a breach of contract occurs, an NDA allows the company to take one of several legal actions, with the most popular being to sue for damages.
What Constitutes a Trade Secret?
Alabama’s trade secret laws, namely § 8-27-2, define a trade secret as information which meets specific criteria, as the following table shows:
|Under Alabama's Trade Secret Law, the following criteria must be met in order for information to be defined as a "trade secret":|
|1.||The information is utilized in a trade or business, or there is an intention by the party who owns the information to use it in such a way.|
|2.||The information cannot be readily discovered in the public sphere.|
|3.||The information is "included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process".|
|4.||The information is not commonly known in the trade or business of the party who holds it to be a trade secret.|
|5.||The information holds substantial financial value.|
|6.||The party holding the information has made reasonable efforts to keep it a secret.|
Trade Secret Law
Knowing Alabama’s Trade Secret Law is imperative in understanding what constitutes as misappropriation and the steps that can be taken after a breach of contract.
- § 8-27-1: States that the 8-27 Chapter is in regards to the “Alabama Trade Secrets Act”.
- § 8-27-2: Gives the definitions for Trade Secret, Improper Means, and Person.
- § 8-27-3: Describes what makes an individual liable for misappropriation of a trade secret.
- § 8-27-4: States what can be done by the plaintiff in the case that misappropriation did occur.
- § 8-27-5: Gives the statute of limitations; a case must be brought up within 2 years of being discovered.
- § 8-27-6: Describes how the Trade Secret Law effects other laws.
How to Write
Step 2 – At the top of the document, enter the date that the contract will go into effect. Then enter the name and address of the individual or company disclosing the information, also known as the “Disclosing Party.” Directly after, enter the name and address of the individual receiving the secret information.
Step 3 – The two (2) parties should through the entire document, ensuring both are clear on all the sections and what they entail. Under the “DISCLOSING PARTY” title, the individual issuing the agreement (the party sharing the confidential information) must sign and print their name, write their title within the company, and date the document. Under the “RECEIVING PARTY” title, the individual whom is required to keep the secret(s) confidential will need to sign and print their name, enter their title, and enter the date in which they signed the document.