Make a Ohio Non-Disclosure Agreement

Ohio State Laws

Ohio’s Uniform Trade Secrets Act, Ohio. Rev. Code §§ 1333.61 through 1333.69 , defines trade secrets and oversees the legal use of non-disclosure agreements. The Ohio Uniform Trade Secrets Act also explains what can happen if someone threatens to or violates a signed NDA agreement.

It’s also important to use an Ohio non-compete agreement to help protect the interests of the business.

Definition of “Trade Secrets”

Ohio non-disclosure agreements refer to business secrets as “trade secrets.” To ensure that a business is truly able to protect the information, it’s important to understand the legal definition of the term “trade secret.” Ohio’s Uniform Trade Secrets Act defines a trade secret as full or partial information that is scientific or technical, a design, a process, a procedure, a formula, a pattern, a compilation, a program, a device, a method, a technique, an improvement, business information or plans, financial information, or a list of names, addresses, or phone numbers that has potential or actual monetary value.

A trade secret’s value occurs because the information isn’t something known by the public or other businesses. The information cannot be so simple that another company could also develop and use the same information for their financial gain. The company must also take reasonable steps to keep that information secret.

How to Write an Ohio Non-Disclosure Agreement

To write a basic Ohio non-disclosure agreement, you should first read the Ohio Uniform Trade Secrets Act. This will give you a better understanding of the type of information that can be covered by an NDA.

However, this is not a substitute for obtaining legal advice from an attorney. An attorney can help ensure that your NDA can stand up in court against a former employee if necessary.

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

• The opening paragraph first identifies the parties. The Disclosing Party is the business with trade secrets that they need to protect. The Receiving Party is the third-party who will have access to the information. Then, the scope of the contract is explained: to prevent the misappropriation of trade secrets. An effective date is listed as well.
• The definition of "trade secret" according to the State of Ohio. The Ohio Uniform Trade Secrets Act defines a trade secret as full or partial information that may be scientific or technical in nature that is a design, process, procedure, formula, pattern, compilation, program, device, method, technique, improvement, business information, business plans, financial information, a list of names, a list of addresses, or a list of phone numbers with its own actual or potential monetary value. This value exists because this information isn't known by the public or by other businesses. Your business must take reasonable steps to protect the information.
• Exemptions to confidential status. Common exemptions to confidential status may include information made public through no fault of the receiving party, something created by the receiving party before it is provided to the disclosing party, something learned using legitimate methods by the receiving party without the assistance of the disclosing party or their agent, or information made public by the receiving party after obtaining written consent from the disclosing party.
• Obligations of the receiving party. Common obligations include keeping the information in the strictest of confidence, limiting access to the information, and not using the information for their sole benefit without the written consent of the disclosing party.
• Relationship clause. Some Ohio non-disclosure agreements may benefit from a relationship clause. This clause states that there is no language present within the agreement that makes either a party a joint venturer, partner, or employee of the other for any reason.
• Jurisdiction clause. This clause states that Ohio statutes will govern the NDA as well as any disputes that may arise.
• Severability clause. This clause states that the remainder of the agreement shall remain enforceable if an Ohio court determines that one clause within the document is invalid.
• Integration clause. This clause is used to explain that the parties agree to use the NDA to express their complete understanding of the subject matter and that the agreement overrides all previous proposals, agreements, representations, and understandings. It also states that the agreement may only be amended in writing if the parties sign the amendment.
• Waiver clause. This clause states that if a party fails to use their rights, they do not waive their prior or subsequent rights.

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