Washington D.C. NDA Template
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A Washington D.C. NDA, or “nondisclosure agreement,” is a legal agreement between two or more parties. It outlines the information that you and the other party, such as employees or potential business partners, must keep confidential. Startups and businesses use NDAs as a safety measure to prevent any unauthorized release of their confidential information. This legal tool helps safeguard your company's valuable assets, like trade secrets, business strategies, and client contact lists, ensuring they remain secure from competitors or public exposure.
Trade Secret Definition in Washington D.C.
“Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that:
(A) Derives actual or potential independent economic value, from not being generally known to, and not being readily ascertainable by, proper means by another who can obtain economic value from its disclosure or use; and
(B) Is the subject of reasonable efforts to maintain its secrecy. (Washington D.C. Code § 36-401(4))
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Read on to learn more about Washington D.C. NDAs, including:
What's included in a Washington D.C. NDA?
Here are some key components that are typically included in a Washington D.C. 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 your Non-Disclosure Agreement (NDA), you might notice phrases like "disclosing party" and "receiving party." This simple premise pinpoints who is sharing (disclosing) confidential information and who is getting (receiving) it. For unilateral NDAs—where only one party shares information—it applies neatly, but both sides play these roles in mutual NDAs. An essential distinction here is between "Company Name" and "individual." If you're an individual in either position, just use your name, not a company's.
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
When crafting your NDA, the tricky part is defining what constitutes "confidential information." Imagine this scenario: your employer tells you everything discussed over the next two years is confidential. A year passes, and they mention it might rain tomorrow. Later that night, you tell a friend about this weather prediction. Did you disclose confidential information? Clearly not.
So, it's crucial to avoid over-generalizing or excessively narrowing the definition of confidential information. To guide you through it, review our comprehensive article about defining confidentiality for your NDA. It helps you strike that balance, to maintain proper confidentiality while ensuring the agreement remains legally binding.
“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 need to specify the "purpose" for your NDA. It might be that it's "to manufacture a prototype product for the disclosing party," or "to evaluate a potential business affiliation between the two parties." The essence is it signals why the recipient can use the confidential data.
A handy example; hiring a developer to craft your website. You share business strategies so they can create a site that perfectly matches your operations. You'd want the purpose, in this case, to narrow down to the development of specific website components. Otherwise, without that purpose restriction, the developer might take advantage, create a similar enterprise, and profit from your confidential data.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The usage of your confidential information ties back to the NDA's purpose. It basically expresses that the confidential information will only serve the stated purpose. It might sound like a given, but imagine scenarios where someone might misuse the confidential data to harm the company. So, this provision safeguards private discussions, preserving both entities from potential vulnerabilities, 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
Sometimes, the "Recipient" of your information might be an organization, or they might need to discuss some information with their attorney. The "Limited Access" section of the NDA ensures that the critical details reach only those who need to know. Typically, the phrasing in the NDA template suffices, but decide who needs the data and keep the usage restricted to those individuals. Whoever the recipient shares information with also needs to sign 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
In an NDA, "exclusions" help you outline circumstances that fall outside the scope of confidentiality. Including clear exclusions raises the chances that a court will uphold your NDA if it becomes necessary. You should keep most of the exclusionary clauses from the template. However, consider removing 4(a)(1) if you've already shared confidential information with the recipient before the agreement. Generally, the default exclusions 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
The NDA's term refers to the duration the agreement remains effective. It might cover a short-term, one-off transaction or potentially last indefinitely. You should determine the timeframe based on how long you want the relationship or project to last. Sometimes, the NDA's duration extends beyond the actual business association, particularly when you need to maintain trade secret protection.
For ongoing security, include a provision stating that protection of the trade secret must persist, even after the business arrangement ends. If you're unsure how long to make the term, most NDA agreements range between one and five years, depending on how long the information must 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 details before creating the NDA, don't worry. You can modify the NDA template to cover this aspect by making subtle adjustments to specific sections. Just follow the provided guidelines to ensure you're safeguarding vital information. Here's a guide to on how to do that.
How do I protect my trade secret?
NDAs serve to protect your confidential information. However, the true value comes from recognizing and treating your sensitive information as a trade secret, meaning the data must qualify for this status before protection becomes viable. If you're uncertain whether your information classifies as a trade secret or how to secure it effectively, explore our handy guide on the topic.