Georgia NDA Template
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A Georgia NDA, or “nondisclosure agreement,” is a legal pact involving two or more parties. It outlines which pieces of information you, or the other party, must keep under wraps. Startups and established businesses both rely on NDAs to safeguard their interests. This happens in case employees, potential collaborators, and others attempt to reveal the company’s confidential data. NDAs serve as a protective shield for your company’s trade secrets and more – perhaps your business plan or client database. This ensures they don't find their way into public knowledge or land in a competitor's lap.
Trade Secret Definition in Georgia
“Trade secret” means information, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information:
(a) Derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
(b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (Georgia OCGA § 10-1-761(4))
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Read on to learn more about Georgia NDAs, including:
What's included in a Georgia NDA?
Here are some key components that are typically included in a Georgia Nondisclosure Agreement:
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Disclosing and Receiving Party
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Definition of Confidential Information
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NDA Purpose
- Use of Confidential Information
- Limited Access to Confidential Information
- Exclusions - What's not Covered
- Term of Confidentiality Period
1. Disclosing and Receiving Party
At the start of your NDA, it's crucial to recognize the "disclosing party" and the "receiving party." The disclosing party is the one sharing the confidential info, while the receiving party is the recipient of this valuable knowledge. Remember, this is relevant in a unilateral NDA. If we're talking about a mutual NDA, it's a two-way street—both sides are disclosing and receiving. Note the differentiation between "Company Name" and "individual." If you're a lone wolf acting as an individual in the agreement, you would simply use your personal name in lieu of a company.
This nondisclosure agreement (this “Agreement”) is dated [Date] (the “Effective Date”) and is between [Company Name of Disclosing Party; e.g. “Max Studios, LLC”; if you do not have a formal legal entity, use your legal name, e.g. “Max Smith”], (the “Company”), and [Company Name of Receiving Party; if receiving party does not have a formal legal entity, use their legal name] (the “Recipient”).
2. Definition of Confidential Information
Step two revolves around defining what information falls under the “confidential” category in your NDA. Why do this, you might ask? Well, envision your boss declaring, “Every bit of information I share in the next two years is confidential.” Sounds comprehensive, right? But a year down the line, as you're about to resign, they casually mention that rain is on tomorrow's forecast. Should this trivial snippet creep out into a conversation with a mutual friend, would you be breaching the NDA? Definitely not!
To avoid such ambiguity, you cannot make the confidential clause too broad as it won't stand in a court of law. However, being overly specific can create a loophole and you might unintentionally disclose something that the receiving party can share without any legal backlash. Striking a balance is key here!
Most organizations employ a standard definition similar to our template, but for more information, do visit our comprehensive post about defining confidential information in your NDA.
“Confidential Information” means any information that is proprietary or unique to the Company and that is disclosed by the Company to the Recipient during the term of this Agreement, including the following: trade secret information; matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results; marketing methods; plans and strategies; information about operations, products, services, revenues, expenses, profits, sales, key personnel, customers, suppliers, and pricing policies; and any information concerning the marketing and other business affairs and methods of the Company which is not readily available to the public. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement, (2) the Company is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to the Company.
3. NDA Purpose
The "purpose" of the NDA is another crucial element, manifest in every template and every NDA. This could be something like, “To create a prototype for the disclosing party,” or “To contemplate potential business collaboration between the parties.” The purpose clause is vital as it earmarks the reasons the confidential info can be used by the receiving party.
Let's say you're employing a developer to construct your website. You share your business plans to give them a better perspective on the kind of website that should be designed. Under these circumstances, you'd want to narrow down the purpose of the NDA to “development of. . .” followed by a brief description of the specific aspects the developer would be working on.
Without such purpose-specific restrictions, the developer might misuse the confidential information, create a similar business entity and leverage your confidential info for their gain. However, in most scenarios, the language in our template (“evaluating the parties' potential for one or more business opportunities”) should suffice.
Here's a blanket definition you can use for your NDA's purpose.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The use of your confidential information should align with the purpose of your NDA. This clause essentially implies that the confidential info must solely serve the declared purpose. It might seem rather apparent, but it guards against scenarios where someone might exploit the confidential information against you. This clause guarantees that sensitive conversations stay private, thereby protecting both parties from potential external threats or harm.
The Recipient shall use Confidential Information only for the Purpose. Unless otherwise agreed in writing, neither party shall disclose to a third party the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms or other facts relating to the Purpose, including the status of negotiations between the parties.
5. Limited Access to Confidential Information
When you grant your confidential information to the “Recipient,” there might be instances where the recipient is a company or perhaps needs to discuss some info with their lawyer. These potential situations are addressed in the “Limited Access” section of your NDA.
Typically, the language in our template should be adequate. But as a rule of thumb, consider who really needs to know the information, and limit access to those individuals. If the recipient needs to disclose information to a third party, ensure that individual signs an NDA abiding by the same conditions.
The Recipient shall protect the Confidential Information from unauthorized use and disclosure using the same degree of care that it uses with respect to its own information of like importance, but no less than a reasonable degree of care. The Recipient shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any third party without the Company’s prior written consent. However, the Recipient may disclose the Confidential Information to employees, contractors, consultants, and authorized representatives of the Recipient who (1) require access to the information for the Purpose, (2) are informed by the Recipient of the Recipient’s obligations under this Agreement, and (3) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this Agreement and that are at least as protective of the Confidential Information as this Agreement.
6. Exclusions - What's not Covered
The subsequent part of an NDA deals with “exclusions.” These exceptions are useful to solidify the chances of your NDA being legitimized by a court (should it ever come to that point). Consider revisiting clause 4(a)(1) only if confidential information has already been shared with the recipient. In general, the current exclusions should be adequate for most scenarios.
(a) This Agreement imposes no obligations upon the Recipient with respect to Confidential Information that: (1) was known to the Recipient before disclosure by the Company as evidenced by contemporaneous records; (2) has become publicly available through no fault of the Recipient; (3) is disclosed to the Recipient by a third party that has the right to make the disclosure to the Recipient and that does not have any obligation of confidentiality with respect to the Confidential Information; or (4) is disclosed by the Recipient with the Company’s prior written consent.
(b) If the Recipient is required by any governmental agency, court, or other judicial or regulatory body to provide any Confidential Information received under this Agreement, then the Recipient will not be deemed to be in violation of this Agreement for the disclosure if the Recipient promptly gives written notice to the Company of the requirement to provide the Confidential Information and cooperates with the Company so that the Company may contest the requirement to provide the Confidential Information. The Recipient may disclose only that portion of the Confidential Information that it is legally required to furnish.
7. Term of Confidentiality Period
Discussing the term, or duration, of the NDA is vital. The NDA could be short-lived, covering a single transaction over a few days, or it might be ceaseless. The duration should adequately match the anticipated timeline of the relationship covered. Often, an NDA runs longer than just the specific transaction or interaction at hand; it extends until the trade secret remains undisclosed.
It might be wise to include a specific provision stating that the trade secret must still be protected, even post the termination of any business synergy or other contractual deals. If you're racking your brains over what duration to choose, keeping it between one to five years is a popular choice. But, remember that this duration should sync with the amount of time you need the information kept a secret.
This Agreement will continue for a period of one year from the Effective Date unless: (1) terminated earlier by either party upon written notice to the other; (2) extended by the mutual written agreement of the parties; or (3) superseded by a subsequent written agreement that explicitly sets forth the obligations of the parties with respect to Confidential Information. With respect to business information, the Recipient’s obligations of confidentiality and non-use under this Agreement will expire three years from the termination of this Agreement. With respect to all information that constitutes a trade secret, the Recipient’s obligations of confidentiality and non-use under this Agreement will survive the termination of this Agreement for as long as such information remains a trade secret under applicable law.
What happens if I've already disclosed confidential information?
Don't panic if some confidential information has already been shared with the other party. We've got your back! You can slightly tailor the template to suit your needs if required. Wondering how to do that? We'll guide you.
How do I protect my trade secret?
The motive behind using NDAs is simple: to safeguard your confidential information. But remember, your confidential information is invaluable when it's part of the trade secret equation. The information needs to qualify as a trade secret to hold its weight in gold. If you are uncertain about what constitutes a trade secret or about how to effectively protect your trade secret, check out our detailed guide on the subject.