Make a New Hampshire Non-Disclosure Agreement

New Hampshire State Laws

New Hampshire non-disclosure agreements as regulated by the state’s Uniform Trade Secrets Act, NH Rev Stat §§ 350-B:1 through 350-B:9 . New Hampshire’s Uniform Trade Secrets Act also explains how businesses can protect the secrecy of the information and what damages they may be entitled to receive if an employee or contractor violates the NDA.

An NDA is beneficial, but for additional protection, it should be used with a New Hampshire non-competition agreement .

Definition of “Trade Secrets”

NDAs are used to protect business secrets, but uses the term “trade secrets.” To rely on New Hampshire law to protect business secrets, it’s important to understand the definition as it is used in NH Rev Stat § 350-B:1 : information such as a formula, pattern, compilation, program, device, method, technique, or process with its own potential or actual financial value because the information is something that isn’t generally known by the public or other businesses.

In short, a trade secret is something unique to the business. It also cannot be information that is so basic that another business could easily figure it out on their own and use it to their advantage. Businesses claiming information as a trade secret must take reasonable action to keep that information secret.

How to Write a New Hampshire Non-Disclosure Agreement

To write a basic New Hampshire non-disclosure agreement, you should first review the state's Uniform Trade Secrets Act. This will help you better understand what an NDA will cover.

However, this is not a substitute for qualified legal advice. Getting legal advice will help ensure that your NDA will protect your trade secrets as well as stand up in court against a former employee or independent contractor if necessary.

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

• The first paragraph identifies the parties. The Disclosing Party is the business that needs to protect its trade secrets. The Receiving Party is the third-party that will have access to the information. This paragraph also presents the purpose of the NDA: to prevent the misappropriation of confidential information. Because an NDA is a contract, this paragraph also includes an effective date.
• The definition of "trade secret" according to the New Hampshire Uniform Trade Secrets Act. It is information such as a formula, pattern, compilation, program, device, method, technique, or process with actual or potential financial value because the information isn't available to the public. It is information that is unique to your business. It is information that other businesses do not have. Your business must take reasonable actions to protect the information.
• Exemptions to confidential status. Common exemptions to confidential status may include information released to the public at no fault of the receiving party, something created or discovered by the receiving party before providing it to the disclosing party, something learned by the receiving party by a legitimate manner other than because of the disclosing party or their agent, or when the disclosing party provides written consent to the receiving party to release certain information.
• The obligations of the receiving party. Common obligations include maintaining the confidentiality of the information in the strictest of confidence, fully restricting access to the information, and not using the information for their benefit without first obtaining the written consent of the disclosing party.
• Relationship clause. Some New Hampshire non-disclosure agreements benefit from a relationship clause because the language states nothing in the agreement makes either party a partner, joint venturer, or employee of the other.
• Jurisdiction clause. This clause sets New Hampshire law as that which will be used to interpret the agreement as well as that which will be used to settle any disputes that may arise as a result of the agreement.
• Severability clause. This clause states that if a New Hampshire court finds a portion of the NDA invalid, the remainder of the agreement will remain enforced.
• Integration clause. This clause states that the NDA expresses the complete understanding of the parties regarding the subject matter and overrides all previous proposals, agreements, representations, and understandings. It also states that the NDA can only be amended in writing and only if the parties sign it.
• Waiver clause. This clause states that if a party fails to exercise any right presented in the NDA, they do not waive prior or subsequent rights.

Both the Disclosing Party and the Receiving Party should sign and print their names. The signatures should also be dated. The parties should each receive a copy of the completed NDA for their records.