Ohio NDA Template
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An Ohio NDA, or “nondisclosure agreement,” is essentially a pact between two or more involved entities, outlining what information must be treated as secret by you or another party. This legal tool is quite handy for startups and businesses as a precautionary measure against any leaks of confidential details, intentionally or accidentally, by individuals like employees, potential venture partners, and so forth.
Here's where its strength lies: An NDA fortifies the safeguarding of not just your company's trade secrets, but also an array of other data - perhaps your strategic business plan or valuable client contact list - preventing them from being spilled to public spaces or, worse yet, your competition. Think of it as an invisible, yet strong, fence around your business's secrets.
Trade Secret Definition in Ohio
“Trade secret” means information, including the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, or improvement, or any business information or plans, financial information, or listing of names, addresses, or telephone numbers, that satisfies both of the following:
(1) It 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.
(2) It is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (ORC § 1333.61(D))
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Read on to learn more about Ohio NDAs, including:
What's included in a Ohio NDA?
Here are some key components that are typically included in a Ohio 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 section, you'll see two roles defined - the disclosing party (the one sharing confidential information) and the receiving party (the one obtaining the information). This applies to unilateral NDAs. However, in mutual NDAs, both parties play both roles. Please note the difference between "Company Name" and "Individual" here. If you're an individual either sharing or receiving confidential info, just use your full name instead of a company 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 NDA must include a clear definition of what you consider "confidential" information. To provide context, let's say an employer tells an employee that everything they say for the following two years is confidential. At some point, the employer predicts rainy weather for the next day, and the employee later informs a friend about it. Did the employee reveal confidential info? Certainly not!
Courts won't support overly broad confidentiality clauses. But defining it too narrowly may result in accidental disclosure of sensitive information that could be shared by the receiving party. In general, businesses use standard definitions like the one found in our template. If you're unsure, you can explore our detailed 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
All NDAs, including the template provided, require you to specify the "purpose" of the agreement. It could be reasons like, "to create a prototype product for the disclosing party," or "to assess the potential business relationship between both parties." Clearly stating the purpose is crucial as it outlines how the recipient can use the confidential information.
For instance, if you want to hire a developer to build your website, you might share your business strategy to give them a better understanding of the site requirements. In this case, you'd want to narrow the purpose by connecting it with "development of…" followed by a description of the specific website components the developer will be working on. Without this specific purpose, the developer might use your confidential information to create a competing business and profit from your secrets.
Typically, the template language ("evaluating the parties' capabilities of pursuing one or more business opportunities") works fine for most situations.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The way you use confidential information directly relates to why you're signing an NDA. This provision, in essence, states that you'll only use the confidential info for the defined purpose. Although this might appear obvious, it's important as it prevents misuse and safeguards sensitive discussions between parties from possible external interference 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 sharing your information with a "Recipient," it's important to consider situations where the recipient is a company or needs to consult a lawyer. The "Limited Access" section of your NDA addresses these concerns.
In most cases, the template language suffices. However, consider who actually needs access to the information and limit its use to those people. Additionally, the recipient should ensure anyone they disclose the info to also signs an NDA agreeing to similar 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 "exclusions" section outlines what isn't protected by the NDA. Including specific exclusions increases the likelihood of your NDA being upheld in court. In most scenarios, the provided exclusions should work well. If you've already shared confidential information with the recipient, you may consider removing exclusion 4(a)(1).
(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 determines the duration of your NDA's effectiveness, which could range from covering a short transaction to lasting indefinitely. The agreement should last for as long as the trade secret remains protected. NDAs often outlive the actual transaction or relationship.
Usually, it's wise to include a clause ensuring the trade secret's protection even after the relationship ends. If you're uncertain, the average term is one to five years. Remember to ensure that the duration aligns with your need for confidentiality.
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, there's no need to worry! We're here to help. You can modify the provided template to account for this situation. Here's how you can do that.
How do I protect my trade secret?
The purpose of an NDA is to protect your confidential information, which is vital for maintaining a trade secret. However, confidentiality alone isn't valuable – it must qualify as a trade secret to hold value. To learn more about trade secrets or how to adequately protect them, you can check our guide on the subject.