Mississippi NDA Template
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A Mississippi NDA, or “nondisclosure agreement,” are legal agreements involving two or more parties, defining the information both sides keep confidential. Startups and businesses commonly use NDAs to safeguard their interests from employees or potential partners who may disclose sensitive company information. These agreements help protect your company's trade secrets, business strategies, and client contacts from falling into the wrong hands or becoming public knowledge.
Trade Secret Definition in Mississippi
“Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique or process, that:
(i) 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
(ii) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (Mississippi Uniform Trade Secrets Act § 75-26-3(d))
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Read on to learn more about Mississippi NDAs, including:
What's included in a Mississippi NDA?
Here are some key components that are typically included in a Mississippi 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
Start with the basics; there are two major roles in a Non-Disclosure Agreement (NDA). We have the Disclosing Party who shares the confidential information, and the Receiving Party who receives that information. Easy, right? These terms are explicitly applicable to unilateral NDAs, where only one party is disclosing. In mutual NDAs, it's a two-way street—both parties are revealing and grabbing information. It's like an exchange program for information.
You need to remember something crucial here. Whether you're a hieroglyphics-reading individual or bustling business - "Company Name" or "individual" - you still play a significant role. If you're an individual sharing or receiving data, stand up and be counted, use your name. Easy!
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
The next step is locking down what you define as 'confidential' information, which sounds more challenging than it is. Let’s liken it to you marking your diary private. It’s like declaring to your family member—everything I write in my diary for the next two years is sacred. You tell your sibling it’s going to be a rainy day, and they tell their friend the same. Have they breached your confidence? Not necessarily, remember Mississippi's sunny most of the year!
Courts would never enforce such a broad statement as a confidential clause. It misses the boundary of clarity and precision. However, making the definition too limited can also cause inadvertent sharing of other sensitive information. Striking the right balance is the key.
Most Mississippi businesses utilize standard definitions. If you're uncertain about this, scout our more elaborate post regarding Mississippi businesses and NDAs. It's a gem!
“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
If you're wondering why we've got an NDA on the table, the 'Purpose' section of the agreement is here to explain. It offers context while showcasing why the recipient can use the confidential data. Like bringing in an exterminator to tackle your termite problem, you need them to know where the bugs are hiding.
Consider hiring a developer to plan your startup's website, and you spill your business strategies to tailor the website accordingly. To avoid your developer (pleasant as they may be) stepping out and creating a similar site, defining the specifics of the website they develop ensures no unrelated confidential information is disclosed.
Although the standard language on the template suffices for most scenarios, sculpting a unique one for different situations is smart.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
Remember to keep an eye on the use of your confidential data. Not keeping track here is like stepping out without an umbrella on a rainy Mississippi day. Here's a friendly suggestion - only utilize the confidential information for the purpose outlined in the NDA. This way, we're keeping our discussions private and secure from potential exploitation.
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
Presenting information to the 'Recipient' seems straight forward. But here's a wrench—what if the recipient isn't just one person but a whole company? Or a situation where the recipient needs a lawyer's insights? Such scenarios find a home in the 'Limited Access' section of the NDA.
Remember, just like you, not everyone needs to know everything. Think of who truly requires access, and limit the use to them. If there are added eyes, ensure they also hold an NDA, keeping things safe under lock and key.
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
Coming to the 'Exclusions'—things our NDAs won't cover. Confidence is terrific, but it's smart to prepare for worst-case scenarios, a court situation, perhaps? So these exclusions help enhance the likelihood of a court upholding your NDA. Remove #4(a)(1) only if you've already divulged confidential intel to the recipient. For most part, however, what's written in the template should suffice.
(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 defines how long your NDA breathes, its lifespan. It could be as short-lived as a single transaction lasting a few days or as enduring as an unfading secret. The duration of the agreement rolls with expected timelines.
Often, NDAs outlive the transaction or relationship itself as long as the trade secret stays a secret. A trade secret doesn't have nine lives, so it's best to include a provision that keeps it secure even when a business or contractual alliance concludes. Negotiating the lifespan of an NDA doesn't need a law degree - one to five years covers most terra firma. And it needs to be as long as the thumb rule for its validity - as long as your information remains 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?
What if you’ve already spilled confidential beans? Stay seated. We’ve got you. With a little tweaking, the template can suit your needs. Check out how here.
How do I protect my trade secret?
Why do we use NDAs? To keep our secrets, but mere confidential details do not represent value—it is critical to formulate the trade secret equation. For your data to worth something, it must calibrate as a trade secret. If you're unsure about your trade secret, its qualifications, or protection mechanisms, survey our guidance on the issue. Secrets are priceless—keep them that way.