Make a Oregon Non-Disclosure Agreement

Oregon State Laws

Oregon’s Uniform Trade Secrets Act, ORS 646.461 through 646.475 , governs the use of non-disclosure agreements. To enforce an Oregon NDA, it’s important that the business truly has a “protectable” interest. This means that the employee or contractor will have access to specific information that the company considers a trade secret. Businesses have the legal right to use the court to enforce a valid NDA to protect their trade secrets.

For businesses looking for maximum protection for their trade secrets, an Oregon non-compete agreement should also be used with new hires and contractors.

Definition of “Trade Secrets”

Oregon non-disclosure agreements serve a valuable purpose. They help a business keep a competitive edge by protecting confidential business information. This information is referred to as a “trade secret.”

Oregon’s Uniform Trade Secrets Act legally defines the type of information that qualifies as a “trade secret.” A trade secret is information such as a drawing, cost data, customer list, formula, pattern, compilation, program, device, method, technique, or process with its own actual or potential monetary value.

The value of a trade secret is derived from the fact that this information isn’t publicly known and that it isn’t a simple process that another business could figure out on its own to use for their benefit. Additionally, any information that a business claims as a trade secret must be protected by that business using reasonable methods.

How to Write an Oregon Non-Disclosure Agreement

To write an Oregon non-disclosure agreement, you should first read the Oregon Uniform Trade Secrets Act to better understand what a non-disclosure agreement can and cannot protect. However, this is not a substitute for legal advice.

If you have legal questions, you should talk with a lawyer. A lawyer can help ensure that your NDA is enforceable.

You can save your template in Microsoft Word (.docx) format for easy editing. Once the document is executed, it can be saved as an Adobe PDF and then printed.

• The first paragraph identifies the parties. The Disclosing Party is the business interested in protecting its business secrets. The Receiving Party is the third-party who will have access to the information. Next, the scope is explained: to prevent the misappropriation of trade secrets. An effective date is also listed.
• Definition of "trade secrets" according to the Oregon Uniform Trade Secrets Act. Oregon law defines a trade secret as information such as a drawing, cost data, customer list, formula, pattern, compilation, program, device, method, technique, or process with its own actual or potential financial value. The value is gained because the information isn't public and isn't available for use by other businesses. Your business must take reasonable steps to keep the information it designates as a trade secret protected.
• Exemptions to trade secret or confidential status. Common exemptions you may consider including are information released through no fault of the receiving party, a discovery or creation of the receiving party before it is provided to the disclosing party, something learned by the receiving party through a legitimate method other than through the disclosing party or their agent, or something shared by the receiving party with the written consent of the disclosing party.
• Obligations of the receiving party. Examples of common obligations include maintaining the confidential information in the highest confidence, restricting access to the information, and not using the information for their sole benefit without the written consent of the disclosing party.
• Relationship clause. Some Oregon non-disclosure agreements can benefit from a relationship clause. This clause states that nothing within the NDA deems either party a partner, joint venturer, or employee of the other for any reason.
• Jurisdiction clause. A jurisdiction clause is used to make Oregon laws the ones that will be used to interpret the agreement and to manage any disputes that may arise as a result of the agreement.
• Severability clause. A severability clause keeps the remainder of the agreement in place if an Oregon court holds that one clause is invalid.
• Integration clause. An integration clause is used by the parties to state that the agreement expresses their full understanding of the subject matter and that the agreement overrides all previous proposals, agreements, representations, and understandings. It also states that the NDA may only be amended in writing and that the amendment must be signed by both parties.
• Waiver clause. A waiver clause states that a party's failure to exercise any rights presented in the NDA does not waive its prior or subsequent rights.

The Disclosing Party and the Receiving Party must sign the agreement and print their names. The signatures should be dated. Each party should receive a copy of the finalized non-disclosure agreement for their records.