Pennsylvania Non-Disclosure Agreement

The Pennsylvania Non-Disclosure Agreement (NDA), also called a “Confidentiality Agreement” or “Secrecy Agreement,” is a binding agreement that is created by one (1) party who plans to communicate confidential information, such as Trade Secrets or proprietary information, with a second (2nd) party. The former party is called the “Disclosing Party” and the latter party is called the “Receiving Party.” Once they sign their name to the NDA, the Receiving Party must comply with any provisions regarding the dissemination of the confidential information. If they fail to comply, they may face repercussions that may include being fired from their position and being brought to court to face charges of misappropriation.

What Does a Typical NDA Cover?

A Non-Disclosure Agreement typically covers the following matters:

  • The Name and Address of the Disclosing Party,
  • The Name and Address of the Receiving Party,
  • The information that is considered confidential,
  • The information that is not considered confidential,
  • The terms of the agreement,
  • The repercussions the Disclosing Party may face if they breach the NDA, and
  • The jurisdiction of the contract.

Trade Secret Law

Pennsylvania’s Title 12 Chapter 53 is the state’s adoption of the Uniform Trade Secrets Act. It addresses how misappropriation is punished in the state and the remedies victims may take if their confidential information stolen and abused. Anyone who will be bound under an NDA in the state—whether as a Disclosing or Receiving Party—should take due care to read and understand this law. Below is an overview of all eight (8) sections of the law:

  • § 5301: The title of Chapter 53; the “Uniform Trade Secrets Act”.
  • § 5302: Gives the definitions of the terms “Improper Means,” “Misappropriation,” “Person,” and “Trade Secret”.
  • § 5303: This section covers injunctive relief, which is an order by the court to stop an entity from using a Trade Secret as a commercial advantage.
  • § 5304: Addresses when either both monetary and/or exemplary damages will be awarded.
  • § 5305: States the situations which will qualify for the court to pay for attorney’s fees (to the winning party).
  • § 5306: Spells out which steps the court will take to prevent a trade secret from being leaked to the public during litigation.
  • § 5307: Provides the Statute of limitations, which essentially states the length of time—three (3) years—the Disclosing Party legally has to bring a case of misappropriation.
  • § 5308: Details how Pennsylvania’s Chapter 53 affects other laws within their legislative system.

How to Write

Step 1 – The Disclosing Party must first download the Pennsylvania Non-Disclosure Agreement in either Adobe PDF or Microsoft Word. Both parties must read the contract line-by-line, to identify and subsequently revise any provisions they do not agree with for whatever reason/s.

Step 2 – Only once the contract is agreed to by both parties in its entirety may the second step be completed. This step requires the Date the contract will go into effect, as well as the Full Names and Addresses of both the Receiving Party and the Disclosing Party to be noted in the contract in the appropriate fields. Once complete, proceed to Step 3.

Step 3 – In the table on the last page, it is necessary for both parties to state their Full Printed Names followed by the Titles they hold within their companies. Then, the parties must write the Dates they are completing the Non-Disclosure Agreement. To mark their agreement to the terms of the contract, and to simultaneously bring the NDA into fruition, the parties must sign their Signatures in the designated fields.

Sample Template