Vermont Non-Disclosure Agreement (NDA)

A Vermont Non-Disclosure Agreement, otherwise called a “Confidentiality Agreement,” is a legal document charged with protecting a company’s confidential information from being obtained by outsiders. An individual, such as an entrepreneur or inventor, may also make use of this handy legal form. Under Vermont’s Trade Secret Laws, confidential information (i.e. a “trade secret”) is defined as information that derives value from being shielded from public knowledge.

The information may take a range of forms, from devices and methods to formulas and programs. Should it transpire that the party who learned of the trade secrets (the “Receiving Party”) unlawfully disclosed them, the party who owns the secrets (the “Disclosing Party”) is allowed to bring the case before a court. If victorious, the Disclosing Party can claim damages and/or have the court issue an injunction to stop the Receiving Party from continuing to abuse the confidentiality of the information.

Trade Secret Law

By and large, trade secret laws across the country are uniform. This is because the Uniform Law Commission’s Uniform Trade Secrets Act (UTSA) was adopted by all but two (2) states. Similar to other states, there are some evident distinction in Vermont’s version of the Act, entitled Title 9 Chapter 143. Due to the differences between each state’s version, efforts should be made to familiarize oneself with the nine (9) sections of Vermont’s Act, of which are detailed below.

  • § 4601: Definitions of frequently used terms.
  • § 4602: When the court will issue and terminate injunctions, which are orders to stop a specific action, such as misappropriation.
  • § 4603: Covers damages; when the victim can recover them, how they are justified, and the damages awarded when malicious misappropriation exists.
  • § 4604: Stated as “Reserved.”
  • § 4605: Entitled “Preservation of Secrecy,” this provision outlines the efforts the court make to preserve the confidentiality of trade secret. These efforts include holding in-camera hearings, ordering certain people not to release information, and granting protective orders.
  • § 4606: Stated as “Reserved.”
  • § 4607: How Chapter 143 does and does not affect other laws (within Vermont’s legislature).
  • § 4608: A statement referring to Vermont’s adoption of the ULC’s Uniform Trade Secrets Act.
  • § 4609: States the chapter took place on July 1st, 1996, and any misappropriation that occurred before that date (including cases that started before the date and continued past it) do not apply to the chapter.

How to Write

Step 1 – The contract will firstly need to be downloaded. In regards to the question of which of the two (2) formats (i.e., Adobe PDF or Microsoft Word) is preferable to use, it depends on the requirements of the parties. In general, choose:

  • Adobe PDF if the parties prefer to complete the form digitally. Once completed, the form can be printed off.
  • Microsoft Word if the parties need to edit the conditions within the agreement.

Step 2 – With a copy of the agreement in hand or online, the blank fields on the first (1st) page can now be filled out. The Current Date is the first piece of information that needs to be provided. Then, the Names (or the company names if signing as businesses) and Addresses of the two (2) parties will need to be filled out. The Disclosing Party will need to initially provide their information, followed by the Receiving Party.

Step 3 – Specific information is also required from both parties on the final page. Namely, the parties’ SignaturesNames in print, company Titles (if applicable), and the Dates in which they are signing their names. Upon completing this step, the contract will be legally enforceable.

Sample Template