Virginia Non-Disclosure Agreement
The primary purpose of a Virginia Non-Disclosure Agreement (NDA) is to guard secret information from being leaked to parties who should not be privy to it. The agreement is entered into by a “Disclosing Party” and a “Receiving Party” who will respectively disclose and receive confidential information. There are a variety of situations in which a Disclosing Party may take advantage of the safeguards an NDA offers such as:
- The hiring of a new employee who will require access to the secret company information in order to perform their job,
- The sharing of innovative technology that is not yet patented to potential investors, or
- The disclosure of confidential medical information by a patient to a healthcare professional.
Trade Secret Law
The state in which an NDA is executed dictates which state-specific trade secret laws must be upheld by both parties. NDAs made in Virginia thus are bound by Chapter 26 of the Code of Virginia, “Uniform Trade Secrets Act”. This Act features nine (9) provisions that provide guidance on:
- What a trade secret is,
- The legal avenues the Disclosing Party may utilize if the terms of the NDA are broken, and
- The requirements that must be met for a court to award damages in cases of misappropriation.
In order to discover what specific matters the provisions in the Act addresses, either party may look to the section below.
- § 59.1-336: Short title and definitions – Gives the title of Chapter 26 in addition to definitions for words and terms commonly used throughout the Act.
- § 59.1-337: Injunctive relief – Establishes that when an entity is wrongly using another’s trade secret for their own, or another’s gain, the victim can request the court order an injunction, which forces the party employing the secret to cease use immediately. This section covers when injunctions will be ordered and stopped, along with other pertinent information.
- § 59.1-338: Damages – Depicts when the courts will allow the complainant to recover damages and the maximum amount rewarded when malicious misappropriation exists.
- § 59.1-338.1: Attorneys’ fees – Gives the two (2) situations in which the court will award the winning party’s attorney’s fees. That is, when: 1) a claim of misappropriation is made in bad faith, or b) willful and malicious misappropriation exists.
- § 59.1-339: Preservation of secrecy – Lists the four (4) steps the court may use to ensure trade secrets are protected during litigation.
- § 59.1-340: Statute of limitations – Gives the statute of limitations for cases of misappropriation. After discovering the wrongdoing (or when it should have been discovered), the victim has three (3) years to bring a claim against the perpetrator.
- § 59.1-341: Effect on other law – Generally states that civil misappropriation is covered by Chapter 26 and that both contractual and criminal remedies are not affected by the chapter.
- § 59.1-342: Description unavailable – Repealed in 2015.
- § 59.1-343: Time of taking effect – States that the chapter was put in place on July 1st, 1986. It also states that any misappropriation that began before that date, including misappropriation that occurred before the date and continued past, does not apply.
How to Write
Step 2 – The second (2nd) step only involves the first (1st) page of the NDA. There, the blank spaces that ask for the Current Date as well as the Names and Addresses of the Disclosing and Receiving Parties should be filled out.
Step 3 – The third (3rd) step only involves the second (2nd) page of the NDA, which is also the final page. There, the blank spaces that ask for the Printed Names, Signatures, Dates of signing, and the Titles of the two (2) parties should be filled out. The NDA will be executed when all blank fields have been correctly attended to.