Ohio Non-Disclosure Agreement
The Ohio Non-Disclosure Agreement (NDA) offers those that are planning on disclosing confidential information a lawful means of preventing the party learning the information from sharing it with third (3rd) parties or competitors. The document contains conditions that ensure the party learning the information has no room for assumptions about what they can and cannot divulge to other parties. Information found in the NDA includes:
- What information is and isn’t considered confidential.
- The scope of the agreement (which should not be too small nor too large, as either can render the contract unusable).
- The terms of the agreement.
- The jurisdiction of where any court proceedings would take place, in the event they are necessary.
Trade Secret Law
Ohio’s Trade Secret Law, §§ 1333.61 to § 1333.69 (three-quarters of the way down on the page) covers how Ohio’s courts handle misappropriation of trade secrets, which is when a company’s secret information is used in an unlawful way. It also defines precisely what a Trade Secret is in the eyes of the law, namely, any type of information that a) carries “independent economic value, actual or potential” by the fact that it is not known widely, and b) the Disclosing Party has undertaken reasonable efforts to keep from becoming public knowledge.
The nine (9) sections of the agreement are listed below:
- § 1333.61: Lists important definitions used throughout the act.
- § 1333.62: Notes situations in which an injunction will be issued. An injunction is an order from the court to put an end to a certain action from taking place. In this case, it would be the misappropriation of a trade secret.
- § 1333.63: States when the complainant will be able to recover damages. That is, in situations when the misappropriation is deemed willful or malicious, the complainant can recover up to three (3) times the cost of the damages.
- § 1333.64: Covers when the court will award attorney’s fees to the winning party.
- § 1333.65: Establishes the efforts the courts will make during litigation to preserve the secrecy of the trade secret(s).
- § 1333.66: Places a limitation for the victim of misappropriation to bring forward a case within (4) years after discovering misappropriation.
- § 1333.67: Clarifies which Ohio Laws are and are not affected by Ohio’s Trade Secret Law.
- § 1333.68: States that the law is meant to be in-line with the general Act designed for adoption by the states
- § 1333.69: Names the citeable title of the Act, i.e., the “Uniform Trade Secrets Act.”
How to Write
Step 2 – The next step is one that many individuals and companies skip to their detriment. Step 2 involves both parties carefully reading the agreement and making any changes to it as they see fit. The reason this step should not be skipped is that it allows both parties to have a say about the terms, and for any potential problems to be addressed before the contract is executed.
Step 3 – Step 3 requires five (5) pieces of information to be provided, as stated below:
- The Current Date: the day, month, and full year.
- The Full Name of the Disclosing Party,
- The Address of the Disclosing Party,
- The Full Name of the Receiving Party, and
- The Address of the Receiving Party,
Step 4 – Select the type of agreement that the NDA will act as. “Unilateral” refers to the fact that only one party will share information, whereas “Bilateral” is used when both parties will be sharing confidential information. Check just one (1) of the options, and have both parties write their initials.
Step 5 – On the last page of the contract, it is mandatory for both parties to write:
- Their Printed Names,
- Their Titles,
- The Dates in which they are completing their respective portions of the NDA, and
- Their Signatures to make the contract official.