Make a North Dakota Non-Disclosure Agreement

North Dakota State Laws

North Dakota has an entire chapter of its statutes dedicated to trade secrets. N.D. Cent. Code §47-25.1 . North Dakota law also states how actual or threatened violation of an NDA may result in legal remedies for a business as well as the type of legal damages the business may be entitled to receive.

Protecting a business is a serious matter. In addition to the use of a North Dakota non-disclosure agreement, a North Dakota non-competition agreement may be used.

Definition of “Trade Secrets”

Business secrets protected in an NDA are referred to as “trade secrets.” North Dakota law defines a “trade secret” as information including a formula, pattern, compilation, program, device, method, technique, or process.

A trade secret must have potential or actual monetary value because it is not information that is known or used by the public and because it is not something simple enough for another business to develop the same process for their gain. The information that a business considers as a trade secret within a North Dakota non-disclosure agreement must be reasonably protected and kept private by the company.

How to Write a North Dakota Non-Disclosure Agreement

To write a basic North Dakota non-disclosure agreement, review the statutes related to trade secrets. This will help you better understand the types of information that may be protected by an NDA and how NDAs work.

However, this is not a substitute for legal advice. To ensure that the North Dakota non-disclosure agreement you create is enforceable, you should have it reviewed by an attorney.

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

• The opening paragraph begins by identifying the parties. The Disclosing Party is the business with trade secrets and sensitive information it needs to protect. The Receiving Party is the third party, such as a sales representative, who will have access to the information. Then, the scope of the document is set: to prevent the misappropriation of sensitive information. An effective date is also listed in this paragraph.
• Define "trade secret" according to state statute. North Dakota defines a trade secret as information such as a formula, pattern, compilation, program, device, method, technique, or process with actual or potential monetary value. This value exists because the information isn't known to the public or other businesses. Your business must take reasonable steps to keep the information private.
• Exemptions to confidential status. Common exemptions to confidential status may include information provided to the public at no fault of the receiving party, something discovered by or created by the receiving party before provided to the disclosing party, something learned by the receiving party without the assistance of the disclosing party or their agent, something the receiving party disclosed after receiving the written consent of the disclosing party.
• Obligations of the receiving party. Examples include ensuring the confidentiality of the sensitive information to the best of their ability, carefully restricting access to the information, and not using the information for their benefit unless they receive written consent to do so.
• Relationship clause. Some North Dakota non-disclosure agreements benefit from a relationship clause because the language states that nothing within the agreement makes either party a partner, joint venturer, or employee of the other for any purpose.
• Jurisdiction clause. This clause is used to make North Dakota statutes the governing law to settle disputes that may arise that are related to the agreement as well as to interpret the agreement.
• Severability agreement. This clause is used to keep the remainder of the NDA enforceable if a North Dakota court holds that one clause in the agreement is invalid.
• Integration clause. This clause states that the NDA expresses the parties complete understanding of the subject matter and that the agreement supersedes all previous proposals, understandings, representations, and agreements. It also states that the NDA may 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 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 names. The signatures should be dated. Each party should receive a copy of the executed agreement for their records.