Make a South Carolina Non-Disclosure Agreement

South Carolina State Laws

The South Carolina Trade Secrets Act, SC Code §§ 39-8-10 through 39-8-130 , provides the requirements that businesses should know when it comes to non-disclosure agreements. The South Carolina Trade Secrets Act also explains what actions a business may take for threatened or actual violations of the NDA as well as how long the company has to bring forth a legal action . The law also defines what is required to bring a criminal action against the party violating the agreement.

To help your business retain its competitive edge, use this document with a South Carolina non-compete agreement .

Definition of “Trade Secrets”

The South Carolina Trade Secrets Act also provides the legal definition of “trade secrets” as information that includes, but is not limited to, a formula, pattern, compilation, program, device, method, technique, product, system, process, design, prototype, procedure, or code with its own actual or potential monetary value.

A trade secret’s value comes from the fact that the information isn’t something that is generally known by the public. It’s also not so basic to the industry that another business could figure it out and use it during its normal course of business.

In short, it is information that is unique to the business. Any information claimed as a trade secret in a South Carolina non-disclosure agreement must be reasonably protected by the company as such.

How to Write a South Carolina Non-Disclosure Agreement

To write a basic South Carolina non-disclosure agreement, first read the South Carolina Trade Secrets Act so that you have a better understanding of how a non-disclosure agreement works to protect your confidential information.

While you may find this knowledge beneficial, it is not a substitute for getting legal advice. A lawyer can help ensure that your NDA is enforceable.

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

• The first paragraph starts by identifying the parties. The Disclosing Party i s the business with trade secrets to protect. The Receiving Party is the third-party receiving access to the information. Then the purpose (scope) of the agreement is laid forth: to prevent the misappropriation of confidential information. An effective date is also listed in this paragraph.
• Definition of "trade secret" according to the South Carolina Trade Secrets Act. The State of South Carolina defines a trade secret as information such as a formula, pattern, compilation, program, device, method, technique, product, system, process, design, prototype, procedure, or code with actual or potential monetary value because the information isn't public or something that other businesses use during the normal course of business. It is something that is unique to your business. Your business must take reasonable action to protect that information.
• Exemptions to confidential status. Common times when information may be exempt from confidential status may include when information is made public through no fault of the Receiving Party, when the Disclosing Party provides written consent to the receiving party to release certain information, when the Receiving Party learns certain information in a legitimate manner that does not include the assistance of the Disclosing Party or their agent, or when the Receiving Party creates or discovers something before providing it to the Disclosing Party.
• Obligations of the receiving party. Common obligations may include maintaining the confidentiality of the information, ensuring that the information remains restricted to the best of their ability, and not using the information for their benefit without obtaining the written consent of the disclosing party.
• Relationship clause. A relationship clause is beneficial in many South Carolina non-disclosure agreements because it states that nothing within the agreement deems either party a partner, joint venturer, or employee for any purpose.
• Jurisdiction clause. This clause sets South Carolina laws as the laws that will be used to govern the agreement.
• Severability clause. This clause keeps the remainder of the NDA enforceable if a South Carolina court finds that one clause is invalid.
• Integration agreement. This clause expresses that the NDA is the complete understanding of the parties as it relates to 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 and only if the parties sign the amendment.
• Waiver clause. A waiver clause states that a party's failure to exercise any rights from the agreement does not waive its previous or subsequent rights.

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