Oregon Non-Disclosure Agreement
Our Oregon Non-Disclosure Agreement (NDA) is a legally-binding form frequently utilized in business and other fields that restricts one party being presented with confidential information (the “Receiving Party”) about another party (the “Disclosing Party) from revealing that information to anyone party outside the agreement.
The reason many business and legal experts consider this contract to be worthwhile creating is that it imposes clear restrictions on the Receiving Party about how they may behave once they learn of the information. It is completely the volition of the Disclosing Party to define these parameters to support their particular needs. For instance, one NDA may state that the individuals who comprise of the Receiving Party may only discuss the information among each other, to the exclusion of all others, for a period of two (2) years. Whereas, another NDA may allow the Receiving Party to disclose the information to the public after a certain date.
Trade Secret Law
Oregon’s Chapter 646 Sections 461 – 475 covers how the courts handle misappropriation of a Trade Secret. Misappropriation is a term used to describe when an individual or company uses another’s confidential information while knowing the information was acquired using improper means. The table below highlights why it is fundamental for both parties to understand the Trade Secret Law of their respective state:
Why Understanding Trade Secret Law is Important
|Before the NDA is executed:||Both parties may refer to the Trade Secret Law prior to the execution of the NDA to ensure it is legally-compliant and does not contravene any laws.|
|After the NDA is executed:||At any time following the execution of the NDA, either party may look to the Trade Secret Law to clarify the legality of certain provisions in the NDA or to ensure they are interpreting the terms of the NDA correctly.|
|If a breach of contract occurs:||The Disclosing Party will need to have an understanding of the Trade Secret Law so they know how to address any breach of the NDA in a lawful manner. Possessing an understanding will allow them to grasp what their options are to pursue damages.|
Below, a brief description of each of the sections in Oregon’s Trade Secret Law can be found:
- § 646.461: Gives the definitions of terms frequently used throughout the sections of the Act.
- § 646.463: Covers when the court will issue injunctions, which are orders requiring an entity stop a certain action i.e., the misappropriation of the Trade Secret/s.
- § 646.465: Breaks down damages, namely when the victim is entitled to recover them and what is included in the damages.
- § 646.467: Gives three (3) requirements for attorney’s fees to be paid for by the court.
- § 646.469: States what actions the court will take to protect the secrecy of Trade Secrets. These actions include granting protective orders and ordering those involved with the litigation to not disclose the information.
- § 646.471: Dictates the statute of limitations for bringing a case of misappropriation. That is, after discovering it, the victim has three (3) years to bring the case.
- § 646.473: Outlines what is and is not affected by Oregon’s Trade Secret Law.
- § 646.475: States that the Act is meant to be uniform with the other states that have adopted the Act, gives the citable title for the Act, and states that even if one section is not applicable it will not affect the other sections.
How to Write
Step 2 – The contract should be read through and modified until all parties agree on its terms and conditions. Modifications may also need to be made so that the NDA is compliant with Oregon’s Trade Secret Law.
Step 3 – Now, the document by entering the Date at the top of the first page. Then, the Disclosing Party and Receiving Party must both clearly write their Full Names and Addresses.
Step 4 – Go to the last page of the agreement. In the table at the bottom of the page, both parties must clearly write their Printed Names and their Company Titles. After, the parties must Sign and Date the contract. Once all necessary signatures have been recorded, the contract will be complete and fully active, binding the parties into the conditions listed in the agreement.