Make a West Virginia Non-Disclosure Agreement

West Virginia State Laws

West Virginia uses the Uniform Trade Secrets Act, WV Code §§ 47-22-1 through 47-22-10 (2002 through Reg Sess) , to govern the creation and use of non-disclosure agreements. The West Virginia Uniform Trade Secrets Act also explains the statute of limitations as well as what businesses must do to preserve the secrecy of the information .

Protecting the secrets of a business is important. A business must take every necessary step to protect its interests. In addition to a well-written NDA, a business should also use a well-written West Virginia non-compete agreement .

Definition of “Trade Secrets”

Since the purpose of a West Virginia non-disclosure agreement is to secure the privacy of certain business information, it’s important to understand how that information is addressed by the West Virginia Uniform Trade Secrets Act.

Confidential business information is referred to as a “trade secret” under the West Virginia Uniform Trade Secrets Act. This law defines a “trade secret” as information that includes but isn’t limited to a formula, a pattern, compilation of data, a program, a device, a method, a technique, or process with its own actual or potential economic value.

Its value is created because the information isn’t something that the public or another business could, in essence, discover and use for their financial gain. The business that wishes to protect the information as a trade secret must take reasonable precautions to keep that information private.

How to Write a West Virginia Non-disclosure Agreement

To write a West Virginia non-disclosure agreement, first read the state's Uniform Trade Secrets Act so that you'll better understand how WV Code protects against the disclosure of information.

However, this is not an adequate replacement for obtaining legal advice. An attorney can help ascertain whether your NDA is enforceable if going to court becomes necessary.

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

• The first paragraph identifies the parties and their roles. The Disclosing Party is the business that needs to protect its business interests and trade secrets. The Receiving Party is the third-party who will have access to the information. The scope or purpose of the agreement is also outlined in this paragraph: the prevention of the misappropriation of confidential information.
• An effective date. In some West Virginia NDAs, there may also be geographical restrictions as well as a time limit listed. In others, these restrictions may be listed in restrictive covenants or clauses.
• The definition of "trade secret" according to the West Virginia Uniform Trade Secrets Act. WV code defines a trade secret as information such as a formula, pattern, compilation of data, program, device, method, technique, or process with its own actual or potential economic value. This value exists because its info isn't public and it cannot be used by another business for financial gain. Your business must take reasonable steps to protect the information it considers a trade secret.
• Exemption from confidential and trade secret status. There will be times when information related to your business won't be considered confidential or as a trade secret. Common exemptions may include the Disclosing Party providing written consent to release certain information, information being released at no fault of the Receiving Party, the Receiving Party learning of something by legitimate means without the assistance of the Disclosing Party or their agent, or the Receiving Party creates or discovers something.
• Obligations of the Receiving Party. Common obligations may include the Receiving Party maintaining the confidential information under strict confidence, restricting access to the information, and not using the information for their benefit without the written consent of the disclosing party.
• Relationship clause. Some West Virginia non-disclosure agreements benefit from a relationship clause as it states that nothing within the agreement deems either party an employee, partner, or joint-venturer of the other party for any purpose.
• Jurisdiction clause. The jurisdiction clause sets West Virginia Code as the laws that are used to govern the NDA.
• Severability clause. The severability clause is important as it keeps the remainder of the agreement enforceable if a West Virginia court determines that one portion of it is invalid.
• Integration clause. The 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 NDA may not be amended except in writing and that the amendment must be signed by both parties.
• Waiver clause. The waiver clause states that a party who fails to use their rights in the NDA does not waive their prior or subsequent rights.

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