Make a Rhode Island Non-Disclosure Agreement

Rhode Island State Laws

Rhode Island’s Uniform Trade Secrets Act, R.I. Gen Laws. §§ 6-41-1 through 6-41-11 sets forth the laws that affect non-disclosure agreements. Rhode Island’s Uniform Trade Secrets Act also outlines the steps that a company should take to keep trade secrets protected.

If your employees or independent contractors may eventually work in other states such as New Hampshire, Massachusetts, or Maine, getting legal advice is imperative as you must determine whether the geographical restrictions you wish to set are reasonable. You must also determine whether you have any nonexempt employees as well.

In an ever-changing competitive environment, businesses must take every step they can to maintain their edge. One way a company can do this is to use the contract together with a Rhode Island non-compete agreement . However, it is best to ensure that you read the Rhode Island Noncompetition Agreement Act if you choose to also use a noncompete agreement for your business.

Definition of “Trade Secrets”

Since the purpose of a Rhode Island non-disclosure agreement is designed to protect business secrets, it’s important to examine Rhode Island’s Uniform Trade Secrets Act to understand how the state defines the term “trade secret.”

Under R.I. Gen Laws § 6-41-1 , a “trade secret” is information that includes a formula, pattern, compilation, program, device, method, technique, or process with its own actual or potential financial value that is obtained by the fact that the information isn’t something that is generally known by the public. It also isn’t something so basic that another company could discern the information to use for their financial gain. For information that a company wants to claim as a trade secret in an NDA, the company must take reasonable actions to keep that information secret.

How to Write a Rhode Island Non-Disclosure Agreement

To write a basic Rhode Island non-disclosure agreement, read the Rhode Island Uniform Trade Secrets Act as it will help you better understand how NDAs work.

Do keep in mind that this is not a substitute for obtaining legal advice. A lawyer can help ensure that your NDA can stand up against a former employee or independent contractor to protect your trade secrets should it become necessary.

You can save your template in Microsoft Word (.docx) for easy editing. After your NDA is signed, you save it as an Adobe PDF.

• The first paragraph begins by identifying the parties. The Disclosing Party is the business with the need to protect its trade secrets. The Receiving Party is the third party receiving access to the information. Then, the scope or purpose of the document is explained: to prevent the misappropriation of confidential information. An effective date is also included since an NDA is a contract.
• Exemptions from confidential status. Common examples of exemptions include when information is released through no fault of the Receiving Party, when the Receiving Party releases information after the Disclosing Party provides written consent, when the Receiving Party learns something through legitimate means without the assistance of the Disclosing Party or their agent, or when something is created or discovered by the Receiving Party before it is provided to the Disclosing Party.
• Obligations of the receiving party. Common obligations include maintaining the information in a confidential state, restricting access to the information, and not using the information for their benefit unless they first receive written consent of the disclosing party.
• Relationship clause. A relationship clause may be beneficial in certain Rhode Island non-disclosure agreements as it 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 set Rhode Island laws as the laws that will be used to govern the agreement as well as any disagreements that may arise.
• Severability clause. A severability clause keeps the remainder of the agreement enforceable if a Rhode Island court holds that one clause is invalid.
• Integration clause. An integration clause states that the NDA expresses the complete understanding of the parties regarding the subject matter presented and that it overrides all previous proposals, agreements, representations, and understandings. It also states that the NDA may only be amended in writing if the parties sign the amendment.
• Waiver clause. A waiver clause states that a party's failure to exercise any right presented within the agreement does not waive its prior or subsequent rights.

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