Make a Connecticut Non-Disclosure Agreement

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What is a Connecticut Non-Disclosure Agreement?

A Connecticut non-disclosure agreement, also known as a confidentiality agreement, must be specifically worded to be enforceable if a legal dispute takes place. A Connecticut non-disclosure agreement must clearly define what information, trade secrets, intellectual property, prototypes, etc., are covered.

Before writing an NDA or signing one, you must seek legal advice from a qualified law firm specializing in employment law to ensure that the restrictive covenants used are properly worded. For example, geographic area restrictions as well as time limits must be carefully considered and worded to ensure that they are enforceable. As a former employer, you may have a difficult time in court if a judge believes that your NDA is making it practically impossible for your former employee to find a job in their previous field.

Often, these agreements are found as clauses in employment contracts. They are also paired with carefully worded non-competition agreements to ensure maximum protection.

Connecticut State Laws

Connecticut non-disclosure agreements are governed by the Uniform Trade Secrets Act, Conn. Gen. Stat. 625 § 35 . Connecticut non-disclosure agreements cannot be overly broad. While it may not be overly broad to create a geographic area of Norwalk, New London, Bridgeport, Fairfield County or other locations near your general location, it could be considered overly broad if you were to try to extend your NDA throughout the entire state of Connecticut or to New York.

So, again, before you create a non-disclosure agreement for your company, it is best to establish an attorney-client relationship and get legal advice before you create this document. They are most effective when used with a reasonable Connecticut non-compete agreement .

Definition of “Trade Secrets”

The purpose of an NDA is to protect business or trade secrets. Under the Uniform Trade Secrets Act in Connecticut, a “trade secret” is defined as information of some kind (such as a formula, pattern, compilation, program, device, method, technique, process, drawing, or customer list that has its own potential or actual value. This information may not be easily found out by the public or by others in the industry. The business that considers the information a trade secret must take reasonable efforts to make sure that information remains secret.

How to Create a Connecticut Non Disclosure Agreement

To create a basic Connecticut non-disclosure agreement, you'll first need to review the law. Because Connecticut law is very restrictive in how NDAs may be drafted, there is simply no substitute for getting legal advice about drafting a properly written NDA for your specific needs.

  • The opening paragraph identifies the Disclosing Party (you and your business) along with your full address, the Receiving Party (the employee, independent contractor, other person, or business) and their full address, and explains the purpose of the document (to prevent the unauthorized disclosure of trade secrets or confidential information).
  • A definition of trade secret according to Connecticut law. The Connecticut Uniform Trade Secrets Act defines trade secrets as information such as a formula, pattern, compilation, program, device, method, technique, process, drawing, or customer list that has actual or potential economic value. This information cannot be public knowledge or information that someone who is part of the industry can easily discover on their own. It must be something that your business must be taking reasonable steps to protect.
  • Define what is not considered the release of trade secrets or confidential information. For example, publicly disclosed information that was made 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 that was learned by the receiving party by legitimate means other than because of the disclosing party or by one of their agents, or something shared by the receiving party with the written approval of the disclosing party.
  • The obligations of the receiving party. Examples of their obligations may include maintaining the information in their highest confidence to benefit the disclosing party, carefully restricting access to the information, and not using the information to their benefit without written permission of the disclosing party.
  • A relationship clause. A relationship clause may be used to limit the relationship between the parties. For example, it may state that nothing in the NDA deems that either party is a partner, joint venturer, or employee of the other for any purpose.
  • A jurisdiction clause. This clause allows you to determine that the State of Connecticut will interpret the agreement and that its laws will be used if a disagreement arises.
  • A severability clause. This clause states that if a Connecticut court finds any provision invalid that the remainder of the NDA remains valid.
  • An integration clause. This clause is used to state that the parties agree that the NDA supersedes prior proposal, agreement, representation, and understanding related to the subject matter. It also states that the NDA may only be amended in writing and only if the parties involved sign the amendment.
  • A waiver clause . The waiver clause states that if a party fails to exercise any of the rights presented in the NDA does not waive prior or subsequent rights presented.

Finally, include space for the parties to sign and print their names and to print their titles according to the document (Disclosing Party and Receiving Party), their professional titles, and the date they signed the document. Then, each party should receive a copy of the document for their records.

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