Oregon Non-Disclosure Agreement
The Oregon Non-Disclosure Agreement (NDA), a form that also goes by the name “confidentiality agreement,” is used by Oregon-based companies and business people to protect their confidential information. The form, which complies with the state’s trade secret law (Chapter 646), is legally-binding and can be used as either a bilateral or unilateral contract depending on whether or not one (1) or both parties anticipate sharing information. An example of a situation where a bilateral contract may be needed is potential business mergers, as the companies will need to have access to each other’s business plans. A situation in which a unilateral NDA may be needed is the hiring of a new employee that will have access to sensitive, highly secretive information. In unilateral contracts, there is a receiving party and a disclosing party. The disclosing party can be anyone who harbors secretive information, whereas the receiving party is commonly:
- A potential employee,
- A new employee,
- A client,
- A consultant,
- An investor, or
- Another company.
Trade Secret Law
Oregon’s Chapter 646 (§§ 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. Below is a brief description of each section of Oregon’s trade secret law:
- § 646.461: Gives the definitions of terms frequently used throughout 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 the state’s trade secret laws.
- § 646.475: States that the act is meant to be uniform with the other states that have adopted it, gives the citable title for the act, and states that even if one section is not applicable it will not affect the other sections.