Missouri NDA Template
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A Missouri NDA, or “nondisclosure agreement,” is a legal contract between two or more parties that tells you what info you or the other party must keep secret. NDAs are used by startups and businesses to cover their ass in case employees, prospective business partners, etc. try to disclose the business’s confidential info. They help protect your company’s trade secrets and other info -- like your business strategy or client contact list -- from being released to the public or competitors.
Trade Secret Definition in Missouri
“Trade secret”, information, including but not limited to, technical or nontechnical data, a formula, pattern, compilation, 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. (MO Rev Stat § 417.453(4))
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Read on to learn more about Missouri NDAs, including:
What's included in a Missouri NDA?
Here are some key components that are typically included in a Missouri 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
For this section, the disclosing party is the party that's "disclosing" the confidential information. The receiving party is, of course, the one receiving the confidential information. This is only applicable for unilateral NDAs -- for mutual NDAs, both parties are technically disclosing and receiving. Also, note the distinction between "Company Name" and "individual" -- if you're an individual either disclosing or receiving the information, just use your name (since you don't have 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
For your NDA, you have to define what information you’re declaring as “confidential.” The reason is simple -- imagine an employer saying, “Everything I tell you in the next 2 years is confidential.” A year later you’re about to quit and your employer tells you he thinks it’s going to rain tomorrow. Your employer finds out that later that night, you told your mutual friend that it’s going to rain tomorrow. Did you disclose confidential information? Of course not!
A court would never uphold that broad of a confidential clause. But at the same time, if you make the definition too narrow, then you could accidentally disclose confidential information that the receiving party (the party “receiving the information”) would then be able to share with anyone.
Most businesses use a standard definition like the one in the template, but if you’re not sure, check out our more in-depth 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
You’ll notice on the template -- and on all NDAs -- that you need to describe the “purpose” of the NDA. You might say something like, “to manufacture a prototype product for the disclosing party,” or “to evaluate the potential business relationship between the two parties.” The purpose is important because it indicates for what reason the recipient of the confidential info can use the information.
For example, let’s say you want to hire a developer to help you build your website. You share with him your business plans so he has a better idea of the type of website to build. You’d want to narrow the purpose in that scenario to be in connection with the “development of. . .” and then describe the specific parts of the website the developer will be developing.
Without the restriction of that purpose, the developer might use the confidential information to create a separate, similar company and profit off of the business’s confidential info.
In most cases, however, the language in the template (“evaluating the parties’ capabilities of pursuing one or more business opportunities”) is fine.
Here's a generic purpose definition.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
How you use your confidential information is related to the purpose of why you're signing an NDA. This provision effectively says that you'll only use the confidential information for the purpose. This might seem obvious, but think of an alternative scenario where someone is using the confidential information to exploit the company. This provision ensures that sensitive discussions remain private, protecting both parties from potential external influences 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
You’re giving your information to the “Recipient,” but what happens if the Recipient is actually a company? Or what happens if the recipient needs to run some information by his lawyer? These types of issues are addressed in the “Limited Access” section of your NDA.
In most cases, the language in the template is fine. But in general, think about who needs to know the information, and limit the use of the information to those people. Whoever the recipient discloses the information to, the recipient should make sure that person also signs an NDA agreeing to the same terms.
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 next NDA section is “exclusions.” You need these exclusions to increase the likelihood of your NDA being upheld by a court (if it came to that). The only one to consider removing is 4(a)(1) -- and only if you’ve already disclosed confidential information to the recipient. Otherwise, these exclusions as written should work in most cases.
(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 provision covers the term, or time period, for which the NDA is effective. The NDA could simply cover one transaction that lasts a few days, or you might want it to last indefinitely. Whichever time period covers the anticipated relationship, that is how long the agreement lasts. Often an NDA lasts longer than the particular transaction or relationship itself, specifically, for as long as the trade secret remains secret.
You probably want to include a provision that specifically states that the trade secret must remain protected even after a business relationship or other contractual agreement has ended. If you have no clue what to put here, know that the average time period is between one to five years. And remember that the time period needs to last as long as you need the information 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 already disclosed confidential information to the other party, no problem! We’ll take care of you. You’ll want to tweak the template in a couple spots and here's how to do that.
How do I protect my trade secret?
There's a reason you use NDAs - it's to protect your confidential information. But confidential information by itself isn't worth anything -- it's all part of the trade secret equation. For the information to be valuable, it has to qualify as a trade secret. If you're not sure what a trade secret, whether the information qualifies as a trade secret, or how properly protect your trade secret, review our guide on that issue.