Oregon NDA Template
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An Oregon NDA, or “nondisclosure agreement,” is a legally binding agreement between two or more parties, dictating the type of information that should remain confidential. Businesses and startups primarily use NDAs as a safety net to avoid leaks of proprietary details by employees, potential partners, and others. NDAs serve as a protective shield, keeping your trade secrets and other sensitive data, such as your business strategy or customer database, out of the public eye or from ending up in the hands of competitors.
Trade Secret Definition in Oregon
“Trade secret” means information, including a drawing, cost data, customer list, formula, pattern, compilation, program, device, method, technique or process that:
(a) Derives independent economic value, actual or potential, from not being generally known to the public or to 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. (ORS § 646.461(4))
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Read on to learn more about Oregon NDAs, including:
What's included in a Oregon NDA?
Here are some key components that are typically included in a Oregon 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, the disclosing party refers to the one sharing the confidential information, and the receiving party is the one obtaining the confidential information. This applies to unilateral NDAs, not mutual NDAs. Keep in mind the distinction between "Company Name" and "individual" - for individuals either disclosing or receiving, use your name if 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, it's crucial to specify what you consider as "confidential" information. This is important because vague definitions can lead to misunderstandings and potential legal issues. Most businesses use a standard definition like the template provided; however, you can modify it based on your specific needs. For more guidance, check out our detailed post regarding 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
Every NDA requires a clear "purpose." This could range from "creating a prototype product" to "exploring a potential business relationship." The purpose helps define how the recipient can use the confidential information. By specifying the purpose, you prevent the possibility of misuse of your confidential details.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The use of confidential information directly links to the purpose behind signing the NDA. This clause confirms that the confidential information can only be used for the agreed-upon purpose. It ensures that sensitive information is not manipulated or exploited by the receiving party.
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," there might be situations where their company, lawyer, or consultant needs to be involved. The "Limited Access" section addresses these situations. Typically, the template language should work fine, but always consider who needs access to the information and limit its use accordingly. The recipient should ensure that any third-party signs an NDA with 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
Inclusion of "exclusions" in an NDA increases the chances of its enforcement in court. The standard exclusions should suffice for most cases. However, consider removing item 4(a)(1) if you've already disclosed confidential information to the recipient.
(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
The term of the NDA refers to the effective time period of the agreement. It could cover a single transaction or last indefinitely. The NDA should remain valid for as long as the information needs to remain confidential. It's common for NDA terms to exceed the duration of the related transaction or relationship. The average term ranges from one to five years.
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 disclosed confidential information beforehand, don't worry! You can adjust the template accordingly to suit your situation. Just follow the steps provided.
How do I protect my trade secret?
Using an NDA helps safeguard your confidential information, which forms a part of your valuable trade secret. To protect and maintain the value of your trade secret, make sure it qualifies as such and adhere to proper measures. If you need guidance on trade secrets and their protection, refer to our comprehensive guide.