Missouri Non-Disclosure Agreement
The Missouri Non-Disclosure Agreement (NDA) is a contract that may be employed by an individual or company (the “Disclosing Party”) that does not want the confidential or proprietary information they will share with another party (the “Receiving Party”) to be released by that party. A major reason why a Disclosing Party seeks to prevent this from happening is because they would likely face a loss of money or reputation if such information was made public. Due to the effectiveness of NDAs in combating disclosures, it has become a commonly contract in almost all industries—particularly within the business field.
Who Can Benefit From Creating an NDA?
Although commonly used in the business field, there are many different types of people and companies that may find it advantageous to execute an NDA. The following table highlights examples of who may benefit from creating an NDA:
10 Examples of Parties Who Can Benefit From Creating an NDA
|Party Who Can Benefit From Creating an NDA||Explanation|
|A business interviewing potential hires||A business may need to disclose sensitive information about the company to potential hires during the interview process.|
|A business onboarding new employees||A business that has hired new employees may need to disclose sensitive information about the company, such as their client and customer lists, and proprietary products that they need to know in order to perform their role.|
|A business with a new product or service in the pipeline||Prior to the public release of a new product or service, a business may need to ensure their employees keep it under wraps.|
|A business pitching to investors||A business—whether a startup, SMB, or a large company—may need to share propriety information to investors when they are pitching to them.|
|A business negotiating an acquisition offer||A business meeting with another party who will potentially acquire their business may need to share private information with the party so they can understand the inner workings of the business.|
|A business hiring consultants||A business working with outside consultants may want to guarantee that they will not pass on the sensitive information they require to do their job to any other party.|
|An inventor working on a new invention||An inventor may want to safeguard their invention from being copied by other parties they need to show it to.|
|A hospital or other medical service||A hospital or other medical service needs to ensure their employees who confidential patient data keeps this data confidential.|
|A restaurant or cafe with a special proprietary recipe||A restaurant or cafe that has a proprietary recipe may want to ensure their employees do not share the secrets to their special recipe.|
|A software or game company hiring beta testers||Software and game companies often hire beta testers to test their products before releasing them to the public. As the testers are usually contractors who are not bound by any employee NDA in place, the company may wish to make a special NDA that covers this unique situation.|
Trade Secret Law
Missouri’s Uniform Trade Secrets Act (§§ 417.450 through § 417.467) is composed of nine (9) sections. Legal experts recommend that any party to an NDA read up on the NDA laws on their respective state. As such, any individual or entity who will enter into an NDA as either a Disclosing or Receiving Party should familiarize themselves with Missouri’s Uniform Trade Secrets Act before they sign their name to the NDA. All of the sections of the Act can be found below for easy browsing.
- § 417.450: How to cite
- § 417.453: Definitions
- § 417.455: Injunctions
- § 417.457: Damages
- § 417.459: Preservation of Trade Secrets
- § 417.461: Time Limitation
- § 417.463: Effect on other laws
- § 417.465: Purpose
- § 417.467: Effect on prior Misappropriation
How to Write
Step 1 – Download a Missouri Non-Disclosure Agreement in either:
Before signing, both parties should be given ample time to read through the agreement. Any places in the NDA where either party sees room for improvement should be discussed and subsequently changed. It is crucial that the NDA makes clear both what cannot be said, and what can be said after the contract goes into effect.
Step 2 – At the top of the agreement, enter the Day, Month, and Year that the contract is going into effect. After, the Disclosing Party (i.e. the individual or entity disclosing the confidential information) should write their Name and Address. Similarly, the Receiving Party (i.e. the individual or entity discovering the secret information) should write their respective Name and Address.
Step 3 – Now, the last page of the agreement may be filled out. Here, both parties will need to write their Names in print, their Titles within their companies (if relevant), and the Date when they are each signing the contract. The Date at the top of the agreement should be equivalent to, or later than the dates written by the parties. Finally, the Disclosing and Receiving Parties must sign their Signatures on the form to represent their agreement with the terms of the NDA.