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What is a New Mexico Non-Disclosure Agreement?

A New Mexico non-disclosure agreement (NDA), also known as a confidentiality agreement, is a legally binding document that is often signed by independent contractors or employees. A New Mexico non-disclosure agreement may cover more than trade secrets. It can also cover client lists, intellectual property, sales information, and other types of information pertinent to the success of your business.

Before drafting an NDA or signing one presented to you, you should seek legal advice from a law firm that is skilled in employment law. This will help you better understand the confidentiality provisions and how they will affect you.

New Mexico State Laws

New Mexico’s Uniform Trade Secrets Act, NM Stat §§ 57-3A-1 through 57-3A-7 , provides information about how trade secrets are defined and governs NDAs. The New Mexico Uniform Trade Secrets Act also explains how businesses can preserve the secrecy of the information as well as what damages businesses may be entitled to receive if the NDA is violated. An NDA should include a reasonable time limit and geographical restriction to be enforced by a court of law.

Because the business environment continues to increase its competitive nature, businesses should also use a New Mexico non-compete agreement to better protect their competitive edge.

Definition of “Trade Secrets”

Since the purpose of an NDA is to protect trade secrets, businesses should understand how New Mexico’s Uniform Trade Secrets Act defines “trade secret.” NM Stat § 57-3A-2 defines a trade secret as information such as a formula, pattern, compilation, program, device, method, technique, or process.

A trade secret must have its own actual or potential financial value because it’s not information that is readily known by members of the public. It’s also not information that other businesses could figure out with relative ease and use for their benefit. Any information that is claimed as a trade secret must be reasonably protected by the business.

How to Write a New Mexico Non-Disclosure Agreement

To write a basic New Mexico non-disclosure agreement, first review the New Mexico Uniform Trade Secrets Act. This will help you better understand what an NDA can and cannot protect. However, this is not a substitute for legal advice. A lawyer can help ensure that your agreement can protect your trade secrets as well as stand up in court against a former employee should it become 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 has trade secrets to protect. The Receiving Party is the third-party who will have access to the information. Then, the scope of the document is explained: to prevent the misappropriation of confidential information. An effective date is also listed since an NDA is a legally binding contract.
  • Definition of "trade secret" according to the New Mexico Uniform Trade Secrets Act. The law defines a trade secret as information such as a formula, pattern, compilation, device, method, technique, or process. The information must have actual or potential financial value because the information isn't known by the public or isn't something that other businesses can easily figure out. Your business must take reasonable steps to protect the information.
  • Exemptions to confidential classification. There are times when the information will no longer be considered confidential. Common exemptions may include when confidential information is leaked to the public through no fault of the Receiving Party, when something is created or discovered by the receiving party and before it is provided to the disclosing party, when something is learned by the receiving party through legitimate methods without the assistance of the disclosing party or their agents, or when information is shared by the receiving party with the written consent of the disclosing party.
  • Obligations of the receiving party. Common obligations may include keeping the confidential information in the highest of confidence, carefully restricting access to confidential information, and not using the information to their sole benefit without the written consent of the disclosing party.
  • Relationship clause. A relationship clause may be incredibly beneficial for some New Mexico non-disclosure agreement because the language in this clause states that nothing within the agreement makes either party an employee, partner, or joint venturer of the other.
  • Jurisdiction clause. A jurisdiction clause lists New Mexico laws as the governing laws for the agreement.
  • Severability clause. A severability clause states that if a New Mexico court finds one portion of the agreement invalid, the remainder of the agreement remains enforceable.
  • Integration clause. An integration clause states that the NDA is a complete understating of the parties regarding the subject matter and overrides all previous proposals, agreements, representations, and understandings. It also states that the agreement may not be amended except in writing and that the amendment must be signed by both parties.
  • Waiver clause. A waiver clause states that if either party fails to exercise any rights within the NDA, they do not waive any prior or subsequent rights also presented.

Both parties should sign and print their names. The signatures should be dated. Additionally, the parties should each receive a copy of the finalized contract for their records.

Download a PDF or Word Template

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