Maryland Non-Disclosure Agreement (NDA)
The Maryland Non-Disclosure Agreement (“Confidentiality Agreement”) is a contract used for securing two (2) or more parties under an agreement that ensures secretive information is not shared with third (3rd) party entities. Situations in which drafting and signing NDAs are common, include potential business mergers, the hiring of new employees, keeping patient’s health information secret, and for ensuring newly developed technology is kept out of competitor’s hands.
Trade Secret Law
Below is a breakdown of Maryland’s trade secret law (§§ 11-1201 through § 11-1209). It covers commonly used terms regarding trade secrets, how plaintiffs can recover damages from misappropriation, and other important facets of trade secret law which is important to understand if signing an NDA in the state of Maryland. Note: some of the section titles below, such as “Injunctions,” are not the actual titles – however, the section numbers are accurate as of 2016 Maryland Code.
- § 11-1201 Definitions: The definitions of commonly used terms throughout the Act.
- § 11-1202 Injunctions: What the court can do to stop or remedy misappropriation of a Trade Secret (does not include damages).
- § 11-1203 Right to damages: Covers what the complainant can recover from damages caused by the disclosure of a trade secret.
- § 11-1204 Attorney’s Fees: When the court will cover attorney’s fees for the winning party.
- § 11-1205 Trade Secret Preservation: Describes what the court will do to ensure trade secrets are kept confidential.
- § 11-1206 Limitations: The amount of time that can pass (after discovering the misconduct) before a complainant can no longer bring a case of misappropriation.
- § 11-1207 Exclusive Remedy: How Title 11 affects other laws.
- § 11-1208 Application: Conveys the Act is meant to be aligned with the states that have instituted the uniform law.
- § 11-1209 Short Title: The title of the Act, which is the “Maryland Uniform Trade Secrets Act”.
How to Write
Step 2 – To ensure the parties agree on all areas of the NDA, have both go through the document, adding, removing, or editing conditions as necessary. Once the contract is agreed upon, start by entering the current Date at the top of the first (1st) page. Then, have both the Disclosing Party and Receiving Party write their Full Names (if signing as an entity, write the company name) and their Addresses.
Step 3 – On the bottom of the second (2nd) page, starting with the Disclosing Party, have them enter their Printed Name, Title within their company, and the Date they are completing their portion of the contract. Then, have them Sign their name. Repeat this for the Receiving Party to put complete the contract and put it in full effect.