Make a Alabama Non-Disclosure Agreement

Alabama State Laws for Non-Disclosure Agreements

The purpose of an NDA is to protect trade secrets or the intellectual property of a business. The specific law for NDAs is known as the Alabama Trade Secrets Act (Ala. Code § 8-27) .

Definition of “Trade Secrets”

Section two of the Alabama Trade Secrets Act defines a “trade secret” as specific information that is used or has the intended use in a trade or business. It may information included in a:

• Formula
• Pattern
• Compilation
• Computer software
• Drawing
• Device
• Method
• Technique
• Process

The information may not be something that is publicly known or considered part of the public domain. It also may not be information that is considered general knowledge in that trade or the business industry. It also may not be readily determined by public information. The information treated as a trade secret must be subject to reasonable measures of protection by the individual or company wishing to have it treated as a secret. Finally, sensitive information must have significant economic value.

Alabama’s Trade Secret Act ( Ala. Code § 8-27 ) specifically applies to Alabama non-disclosure agreements. This code includes the definition of a trade secret , misappropriation under the law , remedies for actual or threatened misappropriation, the statutes of limitation related to NDAs , and its effect on other state laws .

An Alabama non-disclosure agreement is often used along with an Alabama non-compete agreement . A non-compete agreement protects businesses by providing limitations on the type of work that an employee or contractor may do during or after working with the business.

How to Write an Alabama Non-Disclosure Agreement Template

To create a basic Alabama non-disclosure agreement template, you'll first need to find and review certain information from Alabama laws. There is no substitute for legal advice from a qualified lawyer. You'll need to find and review such information as the time your unilateral NDA or mutual NDA may last under what restrictions, if any, exist.

You need this information because it can help ensure that you can write an agreement that protects your sensitive information and that your document can protect you in court if necessary. You can save your template in Microsoft Word (.docx) for easy editing.

• The opening paragraph identifies the Disclosing Party (you and your business) along with your address and the Receiving Party (your employee, contractor, or other person or business), as well as their address, and the purpose of the document (to prevent the unauthorized disclosure of sensitive or confidential information). It is also a good practice to include an effective date.
• A definition of confidential information according to Alabama law. Remember that Alabama defines confidential information as a formula, pattern, compilation, computer software, drawing, device, method, technique, or process of economic value that is not public knowledge that you've taken reasonable action to protect it as a secret.
• Explain what is not considered confidential information. That is, what your business does that is considered public domain or public knowledge or what could happen that the receiving party may disclose that your business does that would be excluded from this agreement. This could include information publicly known at the time of disclosure or that became known at no fault of the receiving party, something discovered or created by the receiving party before it was told to the disclosing party, something learned by the receiving party before it was told to the disclosing party, something learned by the receiving party by legitimate means other than because of the disclosing party or through representatives of the disclosing party, or shared by the receiving party with written approval by the disclosing party.
• The receiving party's obligations. Some of their obligations may include and yet not be limited to maintaining the confidential information in their highest confidence to benefit the disclosing party, carefully restricting access to that information without prior written approval from the disclosing party, and not using the information for their benefit without receiving written approval from the disclosing party.
• Using the proper time for an Alabama NDA.
• Including a relationship clause that states nothing within the NDA deems that either party is a partner, joint venturer, or employee of the other for any purpose.
• A jurisdiction clause that states the laws of Alabama will govern the agreement.
• A severability clause that states if an Alabama court finds one provision of the NDA invalid that the rest of the agreement will remain valid.
• An integration clause that states the contract expresses the complete understanding of the parties regarding the subject matter and overrides all prior proposals, agreements, representations, and understandings. It should also state that the NDA may not be amended except in writing and only if the amended is signed by both parties.
• A waiver clause that states a party's failure to exercise any rights presented in the NDA does not waive prior or subsequent rights.

Finally, include space for the disclosing party and the receiving party to print and sign their names and to provide their titles as well as space for each to put the date. Both parties should keep a copy of the NDA for their records.