South Dakota Non-Disclosure Agreement

The South Dakota Non-Disclosure Agreement (NDA) is a business tool that allows confidential information to be discussed between two (2) parties without fear that the party learning the information will share the secrets with outsiders, or will use the information to better themselves. The form also goes by the name of “confidentiality agreement.”

To use the form, both parties will need to discuss exactly what is off-limits, what can be discussed freely, how long the form should last, and any other related information. Once they agree on all points, they will both need to sign and date the form. NDAs typically last between one (1) to five (5) years.

Trade Secret Law

South Dakota’s adoption of the UTSA (Uniform Trade Secrets Act), §§ 37-29-1 to 37-29-11, lays the foundation for how the state’s courts handle cases regarding stolen trade secrets. Taking the time to understand the different sections of the chapter can aid those wishing to edit an NDA form. The following are the sections of the chapter along with a brief summary of each.

  • § 37-29-1: This section gives the definitions of “Improper,” “Misappropriation,” “Person,” and “Trade Secret”.
  • § 37-29-2: Gives a breakdown of when the courts can/will order an injunction. Injunctions are typically abolished when the trade secret(s) cease to exist.
  • § 37-29-3: When the complainant can recover damages. For malicious (intending to do harm) misappropriation, the courts can award up to two times (2x) what would have been previously awarded.
  • § 37-29-4: Attorney’s fees will be awarded if a claim is not made for just reasons, if a request to terminate an injunction is made bad faith, or if the misappropriation was conducted maliciously.
  • § 37-29-5: This section discusses the steps the courts will take to prevent trade secrets to be released during litigation.
  • § 37-29-6: The amount of time a victim of stolen trade secrets has to bring a case, which is three (3) years.
  • § 37-29-7: States how the chapter does and does not affect other laws.
  • § 37-29-8: Explains that the chapter was meant to be in line with all the states that adopted the Uniform Trade Secrets Act.
  • § 37-29-9: Highlights the short title of the chapter: the Uniform Trade Secrets Act.
  • § 37-29-10: The word “Reserved”.
  • § 37-29-11: States the chapter took place on July 1st, 1988, and does not cover misappropriation that occurred before that date.

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