Make a Utah Non-Disclosure Agreement

Utah State Laws

Utah non-disclosure agreements are governed by Utah Code §§ 13-24-1 through 13-24-9 , Uniform Trade Secrets Act. The Utah Uniform Trade Secrets Act also provides information on what sort of relief businesses may be entitled to receive through the legal system if the employee or contractor threatens to or actually violates the NDA. It also sets the statute of limitations for pursuing an action related to an NDA at three years.

Businesses in Utah who want to create the best possible secured environment for their trade secrets should use the NDA along with the Utah non-compete agreement .

Definition of “Trade Secrets”

Within a Utah NDA, business secrets are known as “trade secrets.” Utah’s Uniform Trade Secrets Act defines a “trade secret” as information such as a formula, pattern, compilation, program, device, method, technique, or process with actual or potential monetary value that comes because the information isn’t known by the public and isn’t something that another business could figure out in their own development work. A business must take reasonable steps to protect the information they claim as a trade secret.

How to Write a Utah Non-disclosure Agreement

To write a basic Utah non-disclosure agreement, first review Utah's Uniform Trade Secrets Act so that you better understand the type of information that an NDA may protect. However, this is not a substitute for obtaining qualified legal advice. An attorney can help ensure the enforceability of your NDA. You can save your template in Microsoft Word (.docx) for easy editing.

• The first paragraph identifies the parties and their roles in the NDA. The Disclosing Party is the business needing to protect their trade secrets. The Receiving Party is the third-party with access to the information. This paragraph also explains the scope or purpose of the agreement: to prevent the misappropriation of confidential information. The effective date is also listed in this paragraph. Geographical restrictions and time restrictions may be listed in this paragraph as well.
• Defining "trade secret" according to the Utah Uniform Trade Secrets Act. The State of Utah 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 public and other businesses do not have access to this information. Your business must take reasonable steps to protect this information.
• When information is exempt from confidential status. Common exemptions from confidential status may include when information is provided to the public through no fault of the Receiving Party, when information is released when 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 the Receiving Party creates or discovers something before it is provided to the Disclosing Party.
• The Receiving Party's obligations. Some of the most common obligations found in an NDA include maintaining the confidentiality of the information, restricting access to the information, and not using the information for their benefit without written consent from the Disclosing Party.
• Relationship clause. Some Utah non-disclosure agreements may benefit from the insertion of the relationship clause as it states that nothing within the agreement deems either party a partner, joint venturer, or employee of the other for any reason.
• Jurisdiction clause. A jurisdiction clause places Utah laws as the laws that will be used to govern the NDA.
• Severability clause. This clause keeps the remainder of the agreement enforceable if a Utah court holds that one portion of the NDA is invalid.
• Integration clause. An integration clause states that the NDA expresses the parties complete understanding of the subject matter and that the agreement supersedes all previous proposals, agreements, representations, and understandings. It also states that the agreement may only be amended in writing and only if signed by both parties.
• Waiver clause. A waiver clause states that if a party fails to exercise any rights presented in the agreement, they do not waive prior or subsequent rights.

The Disclosing and Receiving Parties should sign and print their names. Their signatures should be dated. Each party should receive a copy of the finalized contract for their records.