Make a Idaho Non-Disclosure Agreement

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What is an Idaho Non-Disclosure Agreement?

An Idaho non-disclosure agreement lists information that should not be told to the public, competitors, or businesses by your employees or contractors. An Idaho non-disclosure agreement may be legally binding under state law, but should always be written in a reasonable manner.

Idaho State Laws

Non-disclosure agreements are subject to the Idaho Trade Secrets Act (ID Code § 48-801, et seq) .

Definition of “Trade Secrets”

An Idaho non-disclosure agreement, also known as a confidentiality agreement, is used to protect the trade secrets of a business.

It is important to understand the definition of “trade secret” as it is written in Idaho law. A trade secret is information like a formula, pattern, compilation, computer program, device, method, or technique. It is information that isn’t available to the public. An example would be intellectual property developed for use by the company, such as proprietary software.

A trade secret can’t be something that anyone in the industry could come up with. The information must also have potential or actual economic value. It is very important to make sure that the NDA clearly explains the trade secret(s) covered by the document.

Before drafting the Idaho non-disclosure agreement or signing it, you should first seek legal advice from a qualified law firm. Doing so will help ensure that your business is properly protected and that your NDA will stand up in court should that become necessary. If you are asked to sign an NDA, seeking legal advice before doing so can educate you on whether signing the document is in your best interest or could damage your ability to find work in your industry or profession once you part ways.

Idaho Code: Idaho Trade Secrets Act

To protect the NDA, it is imperative that it complies with Idaho Code Trade Secret Act as well as contain reasonable terms, including the time limit, the geographical scope, and the actual restrictions.

Businesses who use an NDA may also benefit from an Idaho non-compete agreement .

How to Create an Idaho Non-Disclosure Agreement

To create a basic Idaho non-disclosure agreement, review the Idaho Trade Secrets Act and keep in mind that it should contain a reasonable time limit, geographical scope, other restrictive covenants, as well as clearly explain the trade secrets that are protected by the NDA.

This is not a substitute for legal advice from a qualified Idaho law firm that is experienced in drafting non-disclosure agreements for businesses. We urge you to get proper legal advice to ensure that your NDA is properly drafted. After your NDA is drafted and ready to sign, it can be printed or saved as an Adobe PDF so that it cannot be easily modified by the receiving party.

  • The opening paragraph identifies the Disclosing Party (you and your business) and provides your full address and the Receiving Party and their full address as well as presents the scope of the document (to prevent the unauthorized disclosure of the trade secrets of your business). You should also include an effective date.
  • How trade secrets are defined according to Idaho Trade Secrets Law. Idaho Code is very specific because not only does it have a definition of trade secrets, it also states that you must explain in the NDA which trade secrets will be covered. Idaho Code states that a trade secret is information such as a formula, pattern, compilation, computer program, device, method, or technique that isn't available to the public or something that is easily known or used by your industry. It must be something with potential or actual economic value.
  • Exemptions to trade secrets. Examples include trade secret information released to the public through no fault of the receiving party, information discovered or a process created by the receiving party before it was told to the disclosing party, something the receiving party learned on their own and not from the disclosing party or the disclosing party's agent, or something shared by the receiving party with the written consent of the disclosing party.
  • The receiving party's obligations. Examples include maintaining the trade secrets in the strictest of confidence, limiting access to the information without written consent from the disclosing party, and not using the trade secrets for the benefit of the receiving party without the written consent of the disclosing party.
  • A relationship clause. Some Idaho non-disclosure agreements require a relationship clause because it states that nothing within the agreement makes either party a partner, joint venturer, or employee of the other for any purpose. For example, this clause may be helpful if the NDA is not part of an employment contract package.
  • A jurisdiction clause. This clause states that Idaho Code will take precedence in interpreting the NDA as well as if there is a dispute over the legal document.
  • A severability clause. This clause states that if one portion of the NDA is held as invalid by an Idaho court, the remainder of the NDA will remain enforced.
  • An integration clause. This clause states that the parties agree that the NDA expresses their complete understanding of the parties and that the NDA supersedes all previous proposals, agreements, representations, and understandings. It should also state that the NDA may not be amended except in writing and that both parties must sign the amendment for it to be valid.
  • A waiver clause. This clause states that if a party fails to exercise any rights in the NDA, they have not waived any prior or subsequent rights.

At the end of an Idaho non-disclosure agreement, there should be a signature line for each party, a place to print each party's name, the printed roles of each party (Disclosing Party and Receiving Party), a line to list each party's professional title, and a space for the date each party signs the document. Each party should receive a copy of the completed document for their records.

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