Create a Delaware Non-Disclosure Agreement with our customizable template!
A Delaware non-disclosure agreement, or confidentiality agreement, must be carefully worded to protect your company's best interests. Having employees or independent contractors sign a Delaware non-disclosure agreement before they are hired is a move that can protect your company's livelihood in the future as long as it is properly written.
However, before you write the non-disclosure agreement or sign one, you should get legal advice from a qualified lawyer who understands Delaware law. This is imperative because many companies throughout the United States incorporate their businesses in Delaware. Their contracts, including non-disclosure agreements, may be governed by the Delaware Court of Chancery.
You may find that it is important to establish an attorney-client relationship first with the right lawyer before getting involved with an NDA. Specifically, you may need to watch for a standstill provision or ask whether you need one if you're a business.
Non-disclosure agreements are regulated by Del. Code tit. 6 . When writing a Delaware non-disclosure agreement it is important to include a “Choice of Law” or jurisdiction clause to limit the NDA to the Delaware court system.
Delaware non-disclosure agreements are often upheld by the State’s court system to protect the use of confidential information. However, it is important that the agreement follows state law and has reasonable limitations within it in regards to time frame, geographical limits, and restrictions created on the signer. This is another reason why it can be beneficial to speak with a qualified law firm to ensure that your NDA is written in a way that will best protect your interests as well as the use of confidential information from misappropriation.
A Delaware NDA is generally used with a Delaware non-compete agreement to help protect the best interests of the business hiring new employees or contractors.
Because the purpose of an NDA is to protect trade secrets, Delaware defines “trade secrets.” A trade secret is a formula, pattern, compilation, program, device, method, technique, or process that has actual or potential economic value. However, this information cannot be generally known to the public or something that others in the industry could easily come up with.
Businesses must also put forth a reasonable effort to keep that information secret.
To create a Delaware non-disclosure agreement, first review Delaware law. However, there is simply no substitute for obtaining legal advice for your specific business needs. A law firm can help you draft an appropriate NDA or review the one you create to ensure that it is within the parameters of Delaware law. If you were presented with an NDA to sign, you should have it reviewed before you sign it.
Lastly, include space for signature lines and for space to print the names. There should also be space to print the roles of each person (Disclosing Party and Receiving Party). Include a place for the date that each person signs the document. Each party should receive a copy of the executed document for the records.
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