Idaho Non-Disclosure Agreement
The Idaho Non-Disclosure Agreement (NDA) is a legally-binding form that protects a company from having their trade secrets shared with those outside of the company—namely competitors. Also called a “Confidentiality Agreement”, any party that meets the requirements set out by the Idaho Trade Secret Act may take advantage of this powerful legal instrument. It is straightforward to execute, too. The parties involved simply need to ensure that any information that can and cannot be shared is clearly outlined, then provide certain details such as their name and the date of execution. Finally, the parties must sign and date the agreement, with this officially putting the NDA into effect.
Example NDA Use Case
An example of a situation in which an Idaho NDA could prove useful is if a company based in the state is planning on selling their business, and they need to share their business plan with a potential buyer. Because their business plan contains valuable and confidential information, they can make use of the legal protections offered by an NDA to legally protect their business plan from being leaked to a third party not involved in the agreement.
Without the protections an NDA offers, there is little the company selling the business can do to prevent the potential buyer from misappropriating their confidential information. Moreover, if it comes to light that the potential buyer shared their confidential information and an NDA was not executed, the company has no legal grounds to sue for damages.
Trade Secret Law
Idaho’s trade secret law, Title 48 Chapter 8 “Idaho Trade Secrets Act, covers various topics surrounding the misappropriation of trade secrets, as outlined below:
- § 48-801 “Definitions”: The definitions of 5 commonly used terms (“Improper Means,” “Misappropriation,” “Person,” “Computer program,” and “Trade secret”).
- § 48-802 “Injunctive Relief”: Discusses the situations in which Injunctive Relief will be ordered by the court.
- § 48-803 “Damages”: How the court views misappropriation damages and when damages will be rewarded.
- § 48-804 “Preservation of Secrecy”: The steps the court will take to ensure a trade secret is kept private within the court system.
- § 48-805 “Statute of Limitations”: How long a complainant has to bring up a case of misappropriation.
- § 48-806 “Effect on Other Law”: How Chapter 8 affects other Idaho laws
- § 48-807 “Short Title”: How to cite the chapter.
How to Write
Step 2 – At the top of the document, the Disclosing Party (the company or individual sharing the confidential information) and the Receiving Party (those who are learning the secrets) must provide three (3) pieces of information, as follows:
- The Current Date,
- Their Full Names (either company or personal names), and
- Their Addresses.
Step 3 – Both parties must agree to the terms of the NDA in order for it to be considered valid. Thus, it is crucial for both parties to read through the contract to ensure they are in agreement of the terms. If there are any they do not agree to, amendments should be made accordingly. Once this has been done, the parties will need to print their Full Names, enter their Titles (within their companies), enter the Current Dates they are signing the document, and their Signatures. The terms of the NDA will begin begin to apply once all of the steps listed above have been completed.