Make a Wyoming Non-Disclosure Agreement

Wyoming State Laws

Non-disclosure agreements are governed by Wyoming’s Uniform Trade Secrets Act, WY Stat §§ 40-24-101 through 40-24-110 . Wyoming’s Uniform Trade Secrets Act also provides helpful information on what businesses should do to protect the secrecy of their confidential information and the statute of limitations for legal actions related to the NDA.

Businesses should take every possible step to protect their trade secrets. In addition to using an NDA, they should also consider using a Wyoming non-compete agreement .

Definition of “Trade Secrets”

Confidential information is referenced in a Wyoming non-disclosure agreement as a trade secret. The Wyoming Uniform Trade Secrets Act provides the State’s definition of a “trade secret” as information including a formula, pattern, compilation, program, device, method, technique, or process with its own potential or actual monetary value.

A trade secret’s value is that it is information that isn’t available to others. Any information that a business considers as a trade secret should be protected using reasonable methods.

How to Write a Wyoming Non-Disclosure Agreement

• The first paragraph generally begins by identifying the parties as well as their roles. The Disclosing Party is the business seeking to protect their confidential information and trade secrets. The Receiving Party is the third-party who will access this information. The scope or purpose of the agreement: to prevent the misappropriation of trade secrets and other confidential information.
• An effective date. Depending on how the remainder of the agreement is structured, the geographical and time restrictions may also be listed in this paragraph. They may also be listed in the restrictive covenants.
• The definition of "trade secrets" according to the Wyoming Uniform Trade Secrets Act. Wyoming law states that a trade secret is information such as a formula, pattern, compilation, program, device, method, technique, or process with its own potential or actual monetary value. This value occurs because the information isn't available for others to use. Your business must take reasonable steps to protect the information that it considers to be a trade secret.
• Exemptions to confidential and trade secret status. Common exemptions may include when the receiving party creates or discovers something before providing it to the disclosing party, the receiving party is provided written consent from the disclosing party to release certain information, information is released to the public through no fault of the receiving party, or when the receiving party learns of something by legitimate means without the assistance of the disclosing party or their agent.
• Obligations of the receiving party. Common obligations found in an NDA usually include keeping the information in the strictest of confidence, restricting access to the information, and not using the information for their benefit without first obtaining written consent from the disclosing party.
• Relationship clause. Some Wyoming non-disclosure agreements benefit from the inclusion of a relationship clause because they state that nothing within the agreement deems either party a partner, joint venturer, or an employee of the other for any reason.
• Jurisdiction clause. The jurisdiction clause sets Wyoming law as the law to be used to govern the agreement.
• Severability clause. The severability clause states that if a Wyoming court finds one portion of the NDA to be invalid, the rest of the agreement remains enforceable.
• Integration clause. The integration clause states that the agreement expresses the full understanding of the parties regarding the subject matter and that the NDA supersedes all previous proposals, agreements, representations, and understandings. It also states that the agreement may only be amended in writing and that the parties must sign the amendment.
• Waiver clause. The waiver clause states that a party's failure to exercise a right from the NDA does not waive its prior or subsequent rights.

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