West Virginia Non-Disclosure Agreement
The West Virginia Non-Disclosure Agreement (NDA), also named a “Confidentiality Agreement,” establishes a legal relationship between a pair of parties who are in agreement that learned confidential information will be kept under wraps. The party who creates the NDA, the “Disclosing Party,” does so to prevent one of more pieces of information classified under state law as “trade secrets” from being exposed by the party they tell them to, “the Receiving Party.”
While the Disclosing Party willingly chooses to share their confidential information with the Receiving Party, they do so under the understanding—as per the terms of the NDA—that the Receiving Party will not disseminate it to third (3rd) parties. The only exception to this is if the contract includes explicit terms that permit the Receiving Party to share the information with specific people, in certain situations, or after a set period of time.
Trade Secret Law
West Virginia’s Uniform Trade Secrets Act (Chapter 47 Article 22), detailed section-by-section below, was established following the enactment of Uniform Trade Secrets Act (UTSA). After the UTSA was passed, forty-eight (48) out of fifty (50) states proceeded to pass near-identical legislation to establish the provisions in their own state’s laws. Each state had the prerogative to put their own spin on the laws, which is why minor differences are evident when comparing trade secret laws across the country.
While the differences may seem negligible, in many instances they are not. For instance, West Virginia’s State of Limitations for seeking damages for the unlawful disclosure of a trade secret is three (3) years. Whereas, Texas’ Statute of Limitations concerning trade secrets is five (5) years. To ensure both parties consult the correct Trade Secret law, the following guide to West Virginia’s laws can be used.
- § 47-22-1: “Definitions” – Four (4) useful definitions of commonly used words and terms.
- § 47-22-2: “Injunctive relief” – Covers the remedy of injunctions, which are orders from the court to put an end to a certain action.
- § 47-22-3: “Damages” – Stipulates when the complainant can recover damages that were caused by a stolen Trade Secret.
- § 47-22-4: “Attorney’s fees” – Clarifies the precise situations in which the court will pay for the winning party’s attorney’s fees.
- § 47-22-5: “Preservation of secrecy” – To protect Trade Secrets during litigation, this provision establishes that the court will take certain actions.
- § 47-22-6: “Statute of limitations” – This statute dictates that a victim of misappropriation has a maximum of three (3) years to bring a case after discovering the unlawful dissemination of confidential information protected under an NDA.
- § 47-22-7: “Effect on other law” – Notes which laws within West Virginia’s legislature are impacted by Chapter 47, and which are not.
- § 47-22-8: “Uniformity of application and construction” – This section is a general statement that says the state intended to make the Act uniform with the other forty-seven (47) states that also adopted the Act.
- § 47-22-9: “Short title” – The title of Chapter 47, which is the “Uniform Trade Secrets Act”
- § 47-22-10: “Time of taking effect” – References the fact that the Act went into effect on July 1st, 1986, and states that the Act is not applicable to any misappropriation that occurred before that date.
How to Write
Step 2 – Prepare the first page by writing the current Date in the appropriate spaces provided. Next to the three (3) spaces provided for the date, the parties will find spaces to record their respective Names and Addresses. They should do so and then proceed to Step 3.
Step 3 – Now, the final page can be completed. In the tables provided (as shown below), both parties should write their Printed Names, Titles, Signed Names, and the Dates in which they are completing the Confidentiality Agreement. To be clear, the Disclosing Party should provide this information below the subheading, “DISCLOSING PARTY,” and the Receiving Party should provide this information below the subheading, “RECEIVING PARTY.”
If utilizing the PDF version, the signatures can be digitally recorded, although a unique key will be required to ensure the contract would hold up in court.