Make a Virginia Non-Disclosure Agreement

Virginia State Laws

Virginia adopted the Uniform Trade Secrets Act, Va. Code Ann. §§ 59.1-336 through 59.1-343 . The Uniform Trade Secrets Act governs non-disclosure agreements and the information that NDAs are meant to protect.

The Virginia Uniform Trade Secrets Act also explains how businesses can preserve the secrecy of the information they wish to protect as well as other valuable information.

Virginia businesses can get additional protection for their secrets by using this document together with a Virginia non-compete agreement .

Definition of “Trade Secrets”

With a Virginia non-disclosure agreement, a business can protect certain information referred to as a “trade secret.” Of course, that information must be sufficiently documented within the NDA. Before this is done, a business must understand the sort of information that is considered a “trade secret” as defined in the Virginia Uniform Trade Secrets Act.

The law defines a “trade secret” as information that includes but is not limited to a formula, a pattern, a compilation of data, a program, a device, a method, a technique, or a process with its own actual or potential financial value because it isn’t easy for the public or another business to figure out during their normal actions. For any information that a business wants to consider as a trade secret, the business must take reasonable steps to keep that information private.

How to Write a Virginia Non-Disclosure Agreement

To write a basic Virginia non-disclosure agreement, you should first read the Virginia Uniform Trade Secrets Act. This will help you better understand how a non-disclosure agreement can help protect your business interests. However, this is not a substitute for obtaining qualified legal advice. Having your NDA reviewed by an attorney can help ensure its enforceability. You can save your template in Microsoft Word (.docx) for easy editing.

• The opening paragraph identifies and explains the roles of the parties. The Disclosing Party is the business that needs to protect its business interests and trade secrets. The Receiving Party is the third-party who receives access to the information. Then, the scope or purpose of the agreement is explained: to prevent the misappropriation of confidential information. This paragraph also includes an effective date. Depending on how you choose to structure the entire agreement, it may include the geographical restrictions as well the time restrictions.
• The definition of "trade secret" according to the Virginia Uniform Trade Secrets Act. Virginia Code states that a trade secret is information that includes but is not limited to a formula, pattern, compilation of data, device, method, technique, or process with its own actual or potential financial value. It gets its value because it isn't information that is available to the public or other businesses for use. You must ensure that your business takes reasonable steps to keep the information private.
• Exemptions from confidential or trade secret status. There will be times when information will not meet the high bar of being considered confidential or as a trade secret for your business. Common exemptions include when the Disclosing Party provides written consent to disclose certain information to the public, when information is disclosed through no fault of the Receiving Party, when the Receiving Party learns of certain information through legitimate means without the assistance of the Disclosing Party or their agent, or when the Receiving Party discovers or creates something and they have yet to provide it to the Disclosing Party for their use and benefit.
• The obligations of the Receiving Party. Common obligations listed in an NDA include maintaining the confidentiality of the information, restricting access to the information, and not using the information for their benefit without first receiving written permission from the disclosing party.
• Relationship clause. Some Virginia non-disclosure agreements benefit from the use of a relationship clause as it states that nothing within the agreement deems that either party is an employee, joint venturer, or partner of the other for any reason.
• Jurisdiction clause. A jurisdiction clause is used to set Virginia Code as the governing law for the agreement.
• Severability clause. A severability clause states that if a Virginia clause finds that one portion of the NDA is invalid, the remainder of the agreement is still enforceable.
• Integration clause. An integration clause states that the NDA expresses the complete understanding of the parties regarding the subject matter and overrides all previous proposals, agreements, representations, and understandings. It also states that the agreement may only be amended in writing and only when signed by both parties.
• Waiver clause. A waiver clause states that a party's failure to exercise any rights presented in the agreement does not waive its prior or subsequent rights.

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