Make a Iowa Non-Disclosure Agreement

Iowa State Laws

The State of Iowa has specific laws that regulate the use of NDAs: IA Code § 550 (through 2013) .

In addition to regulating NDAs and defining trade secrets, IA Code § 550 (through 2013) also outlines the type of damages a business may be entitled to receive if an employee or contractor violates the agreement. It also discusses how secrecy should be preserved as well as the statute of limitations .

Iowa businesses using an NDA should also consider the use of an Iowa non-compete agreement to better protect their economic standing as a business.

Definition of “Trade Secrets”

Since the purpose of this document is to help businesses protect their trade secrets, it’s important for anyone using this document to understand how the term “trade secrets” is defined.

According to IA Code § 550.2 (through 2013) , a trade secret is defined as information such as a formula, pattern, compilation, program, device, method, technique, or process that isn’t known to the general public and isn’t easily discernible to others in business. This information must also carry its own potential or actual economic value. The business must take reasonable measures to keep that information private.

How to Write an Iowa Non-Disclosure Agreement

To write a basic Iowa non-disclosure agreement template, first review Iowa trade secret law. However, this is no substitute for qualified legal advice. Legal advice can be crucial to ensuring that your unilateral NDA can stand up in court. You can save your template in Microsoft Word (.docx) for easy editing.

• The opening paragraph identifies the Disclosing Party (you and your business) as well as your full address, the Receiving Party (your employee, independent contractor, or other third party), the scope of the document (to prevent the misappropriation of trade secrets or other confidential information), and an effective date.
• The definition of trade secrets according to the Iowa Uniform Trade Secrets Act. A trade secret in Iowa is defined as information such as a formula, pattern, compilation, program, device, method, technique, or process not known to the general public or not easily known to the industry. This information must have actual or potential economic value. Your business must take reasonable action to protect anything that it considers a trade secret.
• Explain how the receiving party will know they receive confidential information. For example, will the documents be marked “CONFIDENTIAL”?
• Explain when information is no longer considered confidential. For example, when information is made known through no fault of the receiving party, when something is discovered or created by the receiving party before it was told to the disclosing party, when something is learned by the receiving party of their own accord without the disclosing party or the disclosing party's agent, or sharing the information after receiving written consent from the disclosing party.
• Obligations of the receiving party. Examples include maintaining the trade secrets and confidential information in their highest confidence, not allowing access to the information without the written consent of the disclosing party, and not using the information for the benefit of the receiving party without the written consent of the disclosing party.
• Relationship clause. For some Iowa non-disclosure agreements, a relationship clause is important because it states that nothing within the agreement makes either party a partner, employee, or joint venturer of the other for any purpose.
• Jurisdiction clause. This clause is used to state that Iowa laws will be used to govern the NDA.
• Severability clause. This clause states that if one part of the NDA is found to be invalid by a court that the remainder of the agreement will remain enforceable.
• Integration clause. This clause is used to show that the parties agree that the NDA expresses the parties complete understanding regarding the subject matter and that the NDA supersedes all previous proposals, agreements, representations, and understandings. It also states that the NDA may not be amended except in writing and only then if it is signed by both parties.
• Waiver clause. A waiver clause states that if either party fails to exercise any rights within the NDA that they are not waiving prior or subsequent rights.

Finally, include space for the parties to print and sign their names and list their roles within the document (Disclosing Party and Receiving Party) as well as the date they signed the document. Each party should receive a copy of the executed document for their records.