New Jersey Non-Disclosure Agreement
This one-way New Jersey Non-Disclosure Agreement (NDA) is a contract that requires an individual privy to the confidential information of another party to keep this information to themselves. It is for this reason that NDAs have become favored by business professionals, employers, and those in the medical field who truly need to keep information from becoming publicly known. The agreement is incredibly effective in preventing disclosures of confidential information because of its key provisions that establish matters such as:
- Who is involved in the agreement (i.e., the “Disclosing Party”; the party providing the confidential information, and the “Receiving Party”; the party who will learn of this information),
- Precisely what information can and cannot be shared,
- How long the Receiving Party is required to keep the information secret, and
- Any other limitations the Disclosing Party would like to add.
Trade Secret Law
Since January 5th, 2012, New Jersey has adopted the Uniform Trade Secrets Act, which is an Act designed to make NDA laws more consistent across the country. The general uniformity of the laws from state to state has made prosecuting those who have misappropriated trade secrets far more straightforward. Particularly for companies that do business nationally, the Act made creating an enforcing NDAs far less confusing, as the contract can be interpreted the same in most states.
That being said, as each state had the prerogative to shape the laws to their liking, New Jersey’s NDA laws may slightly differ to that of other states. Thus, it is worthwhile to read the state’s Act (Title 56. Chapter 15) in its entirety. A page-by-page summary has been provided below to enhance comprehension of the Act.
Page 1: Gives the definitions of commonly used terms throughout the chapter
Page 2: Gives the remaining definitions, covers when the courts can/will issue an injunction, and discusses when damages will be awarded to the complainant
Page 3: States that the defendant (to misappropriation) cannot use the fact that they acquired the trade secret(s) through “proper means” as a defense. Additionally, it covers when the prevailing party’s attorney’s fees will be paid for, the statute of limitations (how long after discovering misappropriation, it can be brought as a case), and the law’s relation to other New Jersey Laws (continues to the 4th page).
Page 4: States that the law does not apply to misappropriation before the effective date (Jan. 5th, 2012), and gives the citeable title for the act, which is the “New Jersey Trade Secrets Act.”
How to Write
Step 2 – The contract must be filled out starting from the first (1st) page. There, fields for the Date and Names and Addresses of both the Disclosing and Receiving parties can be found. These should be filled out by each respective party. To clarify, the “Disclosing Party” is the name used to refer to whoever is sharing the confidential information, whereas the “Receiving Party” is the name used to refer to whoever is hearing of the confidential information.
Step 3 – Once the first page has been filled out, the second (2nd) page can be completed. At the bottom of it, there are fields for the Printed Names and Company Titles of each party, and the Dates in which they are respectively filling out the contract. Then, both parties must record their Signatures in the spaces provided on the contract. Doing so will in turn put the NDA into full effect.