Make a Georgia Non-Disclosure Agreement

Georgia State Laws

In Georgia, non-disclosure agreements are regulated by Ga. Code. Ann. § 10-1-760 , et seq. While NDAs are generally supported by law and in the Georgia courts, companies must make an effort to include reasonable time periods, geographical limits, etc.

Additionally, Georgia companies should also use a Georgia non-compete agreement to help protect their information and competitive edge.

Definition of “Trade Secrets”

Trade secrets are legally defined in Ga. Code. Ann § 10-1-761 as information that may be technical or non-technical including formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plans, product plans, actual or potential customer list, or an actual or potential list of suppliers.

The caveat is that this information may not be general knowledge to the public. This information must also have actual or potential economic value. It must not be easily discovered by others in business. The company creating the non-disclosure agreement must take reasonable steps to keep that information secret.

How to Create a Georgia Non-Disclosure Agreement

To create a basic Georgia non-disclosure agreement, you'll need to review Georgia's trade secret laws first. However, there is no substitute for getting legal advice to create a non-disclosure agreement specific to your needs.

Keep in mind that if you choose to create your non-disclosure agreement, your time limit, geographical limit, etc., should be reasonable. For more guidance, please consult an attorney licensed in Georgia.

• The opening paragraph identifies the Disclosing Party (you and your business) along with your full address and the Receiving Party (your new employee, your independent contractor, other individual, or other business) as well as their full address, and the purpose of the NDA (that is, to legally prevent the disclosure of the trade secrets or confidential information). You should also include an effective date.
• Georgia's legal definition of a trade secret. According to state law, a trade secret is information that is technical or nontechnical that is a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, actual or potential customer lists, and actual or potential list of suppliers that aren't known to the general public. Your business must take reasonable steps to protect this information.
• Exceptions to trade secrets. For example, information that may no longer be considered a trade secret or sensitive information because it was disclosed through 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 by legitimate means outside of the disclosing party or their agents, or shared by the receiving party with written approval by the disclosing party.
• An explanation of the receiving party's obligations. Examples include limiting the access to trade secrets and confidential information, keeping this information held in their highest confidence, and not using the previously defined information to their benefit without first obtaining written permission from the disclosing party.
• Relationship clause. Some Georgia non-disclosure agreements may benefit from a relationship clause as it states that nothing within the terms of the document deems the parties a partner, joint venturer, or employee of the other for any purpose.
• Jurisdiction clause. A jurisdiction clause states that Georgia law will be used to interpret the contents of the NDA and that Georgia courts will be used if there is a disagreement over the NDA.
• Severability clause. This clause states that if a Georgia court holds one part of the NDA as unenforceable that the remainder of the NDA remains enforceable.
• Integration clause. This clause states that the NDA expresses the complete and full understanding of the parties regarding the subject matter and overrides prior proposals, agreements, representations, and understandings. Additionally, it states that the NDA may only be amended in writing and only if the amendment is signed by both parties.
• Waiver clause. This clause states that a party's failure to exercise any rights presented in the NDA does not waive their prior or subsequent rights.

Include space for the parties to sign and print their names and include their descriptive titles according to the document (Disclosing Party and Receiving Party). Additionally, the parties should list their professional titles and the date they signed the agreement. Each person should receive a copy of the executed document as well.