Idaho NDA Template
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An Idaho NDA, or “nondisclosure agreement,” is a legal pact that usually involves two or more parties, detailing what information is deemed confidential and should not be disclosed by you or another party. NDAs act as protective shields for startups and businesses, offering a safety net if employees, potential business partners, among others, attempt to leak confidential business information. Their main purpose? To safeguard your company's trade secrets and sensitive details — such as your business strategy or client contact list — from being exposed to the public eye or rival companies. These crucial tools help maintain the unique edge that sets your business apart.
Trade Secret Definition in Idaho
“Trade secret” means information, including a formula, pattern, compilation, program, computer program, device, method, technique, or process, that:
(a) Derives independent 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. Trade secrets as defined in this subsection are subject to disclosure by a public agency according to chapter 1, title 74, Idaho Code. (Idaho Trade Secrets Act § 48-801(5))
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Read on to learn more about Idaho NDAs, including:
What's included in a Idaho NDA?
Here are some key components that are typically included in a Idaho 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
In this part, the "disclosing party" refers to the entity sharing the confidential information. On the other hand, the "receiving party" is - you guessed it - the one on the receiving end of this secrecy-laden intel. In the context of reciprocal NDAs, both parties are both busily involved in the disclosing and receiving ballet. Take careful note of the difference between an "Individual" and a "Company Name". In the event that you're not representing a business entity and are sharing or receiving the confidential information as an individual, just go ahead and use your personal name.
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
Your Non-Disclosure Agreement (NDA) needs to clearly define what classifies as “confidential”. Consider this, you’re employed and your employer declares, “Everything going forward for the next couple of years is confidential.” A year in, your employer rambles about how it's going to pour tomorrow, and you share the weather prediction with a friend that you share with your employer. Have you just inadvertently given away confidential information? Absolutely not!
No court would validate such a vague and broad confidentiality clause. But similarly, if the definition is too restricted, you run the risk of unintentionally shedding confidential information to the receiving party who consequently could share it with others.
A large number of businesses adapt a common definition like the one in the template. But if you need assistance, our detailed post about tailoring the definition of confidential information in your NDA will be a helpful read.
“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
Have a look at the template and you’ll see an absolute must for all NDAs - the need to delineate the “purpose” of the NDA. Your wording could be similar to “to develop a prototype product for the disclosing party,” or “to assess the potential association between the two parties.” The purpose holds significance because it conveys why the recipient of the confidential data may employ the information.
Let's say you’ve decided to rope in a developer to build your website. You spill your business plans to give him a clear idea about your desired website type. In this scenario, the purpose should be sharpened to cover the “development of..." and then go on to describe the specific components of the website that the developer will be working on.
If the purpose is not restricted, there is a chance the developer might utilize the confidential information to set up a parallel company and cash in on your business’s confidential facts. Although, in the majority of cases, our template’s language (“evaluating the parties’ potential for pursuing one or more business opportunities”) should suffice.
So, here's a fundamental purpose definition.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The way your confidential information is used is closely knitted to why you're signing an NDA in the first place. This clause essentially ensures that the confidential enlightenment will only be used exclusively for the defined purpose. It may seem a no-brainer, but let’s imagine a scenario where someone misuses the confidential information to oppress the company. This clause guarantees that sensitive dialogues remain private, providing mutual protection for both parties from potential external threats or damage.
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 are handing over your valuable information to the “Recipient,” what if the recipient is actually an established company? Or what if the recipient needs a little assistance from their legal advisor to discuss some of the information? These kinds of queries are addressed in your NDA under the “Limited Exposure” section.
In the majority of cases, the language in the template will suffice. But as a general principle, consider who really needs access to the information and limit its access accordingly. Whoever the recipient decides to disclose the information to, they must ensure that the new party also signs an NDA in agreement to 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 NDA section pertains to “exemptions.” These exclusions elevate the chances of your NDA being upheld by a court if it came down to that. There's only one, 4(a)(1), to consider removing and that too only if you've already disclosed confidential facts to the recipient. Besides that, these exclusions should generally serve well.
(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
This section determines how long the NDA is binding. An NDA might exclusively cover a single transaction spanning a few days, or you might prefer for it to be in effect indefinitely; it all depends on the anticipated tenure of the concerned relationship. Remember, an NDA often extends beyond the timeline of the specific transaction or relationship, specifically, for as long as the trade secret remains a secret.
You'd more than likely want to add a clause that explicitly declares that the trade secret must stay protected even after a business association or any contractual agreement has terminated. If you're uncertain about what to include, understand that the average time period is typically one to five years. And keep in mind that the duration should last as long as the information needs to remain confidential.
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?
If you've inadvertently disclosed confidential intel to the other party, no worries, there's always a solution! We're here to guide you out of this pickle. You’ll need to slightly adjust the template, and we'll show you how to do that.
How do I protect my trade secret?
The mere justification for using NDAs is to protect your confidential data. But confidential specs by themselves aren't usually revealing -- they're integral to the trade secret puzzle. For the information to be of any value, it must qualify as a trade secret. If you're uncertain about what constitutes a trade secret, whether your information makes the cut as a trade secret, or how to effectively safeguard your trade secret, our guide on that topic might be of assistance.