Make a Nebraska Non-Disclosure Agreement

Laws in the State of Nebraska

Nebraska’s Trade Secrets Act, Neb. Rev. Stat. §§ 87-501 through 87-507 , is used to define confidential information as well as non-disclosure agreements. The Nebraska Trade Secrets Act also explains how businesses should preserve the secrecy of the information , the statute of limitations , and possible damages a business may receive if the NDA is violated.

While an NDA is certainly important, it shouldn’t be the only contract a business uses with its new hires and contractors to protect their information. Businesses should also use a Nebraska non-compete agreement .

Definition of “Trade Secrets”

A non-disclosure agreement is used to protect confidential information that a business uses to set themselves apart and to make them financially competitive in the industry. The confidential information is called a trade secret.

For something to be treated as a trade secret to gain actual protection from the NDA, it must fit the definition of “trade secret” as mentioned in Nebraska’s Trade Secrets Act, Neb. Rev. Stat. § 87-502 : information that includes but isn’t limited to a drawing, a formula, a pattern, a compilation, a program, a device, a method, a technique, a code, or a process with potential or actual financial value.

The information gains financial value because it isn’t readily available for public use. It’s also not something so simple that other businesses could easily figure out and use for their benefit. For the information to be protected as a trade secret, a business must take reasonable efforts to keep the information secret.

How to Write a Nebraska Non-Disclosure Agreement

To write a basic Nebraska non-disclosure agreement, you should first read the Nebraska Trade Secrets Act. This will help you better understand the type of information that an NDA can protect, what your business must do to protect its confidential information, and other important issues related to trade secrets.

While this will help give you some clarity as to how non-disclosure agreements function, it isn't a substitute for legal advice. A lawyer can help ensure that your NDA is properly written to be enforceable.

You can save your template in Microsoft Word (.docx) for easy editing.

• The first paragraph identifies the parties. The Disclosing Party is the business with the trade secrets and confidential information. The Receiving Party is the third-party that will have access to the information. Then, the purpose or scope of the agreement is explained. The purpose of this type of agreement is to prevent the misappropriation of confidential information. This paragraph also includes an effective date.
• Definition of "trade secret" according to Nebraska law. The Nebraska Trade Secrets Act defines a trade secret as information such as a drawing, formula, pattern, compilation, program, device, method, technique, code, or process with actual or potential financial value. The information gets its value because it isn't something that others know. Your business must take reasonable efforts to keep the information protected.
• Exemptions to confidential status. Common exemptions include information made known to the public through no fault of the receiving party, something created or discovered by the receiving party before being provided to the disclosing party, something learned by the receiving party through a legitimate method without the assistance of the disclosing party or their agent, or information released by the receiving party with the written consent of the disclosing party.
• Obligations of the receiving party. Examples include keeping the confidential information in their highest confidence, ensuring restriction of the information without the written approval of the disclosing party, and not using the information for their benefit without the written approval of the disclosing party.
• Relationship clause. Many Nebraska non-disclosure agreements benefit from a relationship clause because it states that the agreement contains no language that makes either party a partner, joint venturer, or employee of the other.
• Jurisdiction clause. This clause is used to make Nebraska law the law which will be used to interpret the agreement as well as to govern any disputes that may arise as a result of it.
• Severability clause. A severability clause is used to keep the remainder of the NDA enforceable if a Nebraska court finds a clause to be invalid.
• Integration clause. This clause states that the parties agree that the document expresses their complete understanding of the subject matter and that it overrides all previous proposals, agreements, representations, and understandings. It also states that any amendments to the agreement must be made in writing and that the amendment must be signed by the parties.
• Waiver clause. This clause states that if a party fails to exercise a right as presented in the NDA, they do not waive any prior or subsequent rights.

Both the Disclosing Party and the Receiving Party should sign and print their names. The signatures should be dated. The parties should receive a copy of the finalized contract for their records.