Make a Missouri Non-Disclosure Agreement

Missouri State Laws

Missouri’s Uniform Trade Secrets Act, MO Rev Stat §§ 417.450 through 417.467 , regulates the use of non-disclosure agreements and trade secrets. The Missouri Uniform Trade Secrets Act also explains what remedies a business may have if an employee or contractor threatens to or actually violates the NDA. In some instances, the company may be entitled to punitive damages .

Businesses may get more protection if they use an NDA along with a Missouri non-compete agreement .

Definition of “Trade Secrets”

Since the purpose of a Missouri non-disclosure agreement is to protect trade secrets, businesses need to understand how the law defines the term “trade secret.” Not everything a business does is something that could be considered a trade secret.

According to Missouri’s Uniform Trade Secrets Act, MO Rev. Stat § 417.453 , a trade secret is information that includes but is not limited to data (that’s either technical or non-technical), a formula, a pattern, a compilation, a program, a device, a method, a technique, or a process. The information must have actual or potential economic value because it isn't something that is generally known. It also can’t be something that other businesses could easily come up with and figure out.

In short, it must be uniquely beneficial for the business, and it must be something that could be financially beneficial for another business if they had that information. For a company to claim that something is a trade secret, it must take reasonable steps to keep that information secret.

How to Write a Missouri Non-Disclosure Agreement

To write a basic Missouri non-disclosure agreement, you should first read the Missouri Uniform Trade Secrets Act. This will help you better understand what type of information an NDA can be used to protect. However, this is still not a substitute for legal advice. To ensure that your agreement is enforceable, you should seek the opinion of an attorney. You can save your template in Microsoft Word (.docx) for easy editing.

• The opening paragraph identifies the parties. The Disclosing Party is the business that has trade secrets to protect. The Receiving Party is the third-party who will have access to the information. Then, the scope of the agreement is explained. The scope is to prevent the misappropriation of trade secrets and other business secrets. The paragraph also includes an effective date since an NDA is a legal document.
• The definition of trade secret according to R.S. Mo. Trade secrets are any information that includes but isn't limited to technical or non-technical data that may be a formula, pattern, compilation, program, device, method, technique, or process. It must have actual or potential economic value because it is something that isn't generally known or something that can't be figured out by others in the industry. In short, it is uniquely beneficial for your business. Your business must take reasonable steps to protect the information.
• Exemptions to confidential information. Common exemptions include confidential information given to the public at no fault of the receiving party, something created or discovered by the receiving party before it is provided to the disclosing party, something the receiving party learns in a legitimate manner without the assistance of the disclosing party or their agent, or information released by the disclosing party with the written consent of the disclosing party.
• Obligations of the receiving party. Common obligations include keeping the trade secrets in their highest confidence, limiting access to the information, and not using the information for their sole benefit without written permission of the disclosing party.
• Relationship clause. Some Missouri non-disclosure agreements benefit from a relationship clause. These clauses state that the agreement has no wording that makes either party a partner, employee, or joint venturer.
• Jurisdiction clause. The jurisdiction clause sets Missouri revised statutes as the laws that will govern the agreement as well as the laws that will be used to settle any legal disputes that may arise from it.
• Severability clause. This clause is used to keep the remainder of the NDA in effect if a Missouri court finds one part of it invalid.
• Integration clause. This clause is used to express that the parties agree that the NDA represents the parties complete understanding of the subject matter and 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 the amendment is signed by both parties.
• Waiver clause. This clause states that if either party does not exercise any right provided by the agreement that they do not waive any prior or subsequent rights.

The Missouri non-disclosure agreement should have a signature line for both the Disclosing Party and Receiving Party as well as a place for each to print their name. Each signature should be dated. Once the NDA is executed, each party should receive a finalized copy for their records.