Make a Nevada Non-Disclosure Agreement

Nevada State Laws

Nevada’s Uniform Trade Secrets Act, NRS 600A.010 through 600A.100 , defines trade secrets as well as governs non-disclosure agreements. Nevada’s Uniform Trade Secrets Act also explains that criminal penalties may be assessed for anyone who steals trade secrets, what a business can do if an employee or contractor threatens to or actually violates the NDA , and the steps a business should take to protect the secrecy of confidential information .

Although the Nevada Uniform Trade Secrets Act is quite extensive as far as what may be considered a trade secret, businesses must take every possible step to protect their position in the competitive business environment. To provide an extra level of protection, use an NDA with a Nevada non-compete agreement .

Definition of “Trade Secrets”

Business secrets are referred to in Nevada's Uniform Trade Secrets Act as “trade secrets.” For information to be considered a trade secret, it must meet the legal definition of the term which is found in NRS 600A.030 . It is information that is a formula, a pattern, a compilation, a program, a device, a method, a technique, a product, a system, a process, a design, a prototype, a procedure, computer programming instruction, or code.

The law is very specific that there is no limitation. This information must have its own actual or potential financial value that comes from the fact that this information isn’t something that is known by or can be used by the public. It also cannot be something so simple that another business could easily discover the same information and use it to their benefit.

A trade secret may not contain information that a manufacturer, a pharmaceutical sales representative, or a pharmacy benefit manager would be required to report. It is imperative that a business claiming a trade secret take reasonable steps to keep that information secret.

How to Write a Nevada Non-Disclosure Agreement

To write a basic Nevada non-disclosure agreement, you should first read Nevada's Uniform Trade Secrets Act to understand what is covered and what isn't covered. This will help better prepare you to write your NDA.

However, this is not a substitute for obtaining qualified legal advice from an attorney. An attorney can help ensure that your NDA will protect your trade secrets as well as hold up if going to court becomes a reality.

You can save your template in Microsoft Word (.docx) or even as a Google form for easy editing. Keep in mind, though, that while this will make the NDA easier to edit or access through technology, such as on an iPad, that a wet signature may still be required.

• The opening paragraph identifies the parties. The Disclosing Party is the business that must protect its trade secrets. The Receiving Party is the third party who will receive access to the information. Then, the purpose of the document is stated: to prevent the misappropriation of trade secrets. Because an NDA is a contract, an effective date is also listed.
• The definition of "trade secret" according to the Nevada Uniform Trade Secrets Act. It is information that is a formula, pattern, compilation, program, method, technique, product, system, design, prototype, computer program, or code. NRS places no limit on what a trade secret may be with the exception that it may not be information that a manufacturer, a pharmaceutical sales representative, or a pharmacy benefit manager is required to report. The information itself must have actual or potential economic value.
• Exemptions to confidential status. Common examples may include information released to the public through no fault of the receiving party, something created or discovered by the receiving party before it is provided to the disclosing party, something learned by the receiving party on their own and by legitimate means without the assistance of the disclosing party or the disclosing party's agent, or something disclosed by the receiving party after the disclosing party provides written consent.
• Obligations of the receiving party. Examples include maintaining the information in the strictest of confidence, fully restricting access to the information without written approval from the disclosing party, and not using the information for their sole benefit without written approval from the disclosing party.
• Relationship clause. Some Nevada non-disclosure agreements benefit from a relationship clause because it explains that nothing within the agreement makes either party a partner, joint venturer, or employee of the other.
• Jurisdiction clause. A jurisdiction clause sets NRS as the statutes that will be used to govern the agreement.
• Severability clause. A severability clause is used to keep the remainder of the agreement enforceable if a Nevada court finds a clause invalid.
• Integration clause. An integration clause states that the NDA expresses the parties complete understanding of the subject matter and overrides all previous proposals, agreements, representations, and understandings. It also states that the agreement can only be amended in writing and only if the parties sign the amendment.
• Waiver clause. A waiver clause states that if a party fails to exercise any rights presented in the NDA, they do not waive any prior or subsequent rights.

The Disclosing Party and Receiving Party should sign and print their name at the end of the agreement. The signatures should be dated. Both parties should receive a copy of the finalized NDA for their records.