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) parties. 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.
NDAs come in two (2) types, bilateral and unilateral. An agreement is bilateral if there is only one (1) party sharing secrets. It is unilateral when both parties are sharing information with each other. The form offered for free can be either depending on the option that is checked.
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 abbreviated for space.
- § 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”.
Statute of Limitations
Cases of misappropriation can be brought up so long the wrongdoing occurred (or was discovered) within three (3) years of bringing the case. If the wrongdoing should have been discovered at a time before the actual discovery was made, the three (3) year span starts from the “should have discovered” date, per § 11-1206.