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What is a Michigan Non-Disclosure Agreement?

A Michigan non-disclosure agreement (NDA) is a written agreement more commonly referred to as a confidentiality agreement. The objective of a Michigan non-disclosure agreement is to protect your company's secrets, such as intellectual property, and client information. Before creating an NDA for your business or before signing one presented to you, seek legal advice from a qualified law firm.

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Sample Michigan Non-Disclosure Agreement

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Michigan State Laws

Michigan’s Uniform Trade Secrets Act ( Act 448 of 1998 ), governs non-disclosure agreements as well as defines what the state considers a trade secret. Michigan’s Uniform Trade Secrets Act also provides information about the statute of limitations as well as the damages that a business may be entitled to receive because the NDA was violated.

For additional protection, use this document along with a Michigan non-compete agreement .

Definition of “Trade Secrets”

Company secrets are more generally called trade secrets in NDAs. Michigan’s Uniform Trade Secrets Act defines a “trade secret” as information like a formula, pattern, compilation, program, device, method, technique, or process that has actual or potential monetary value to the business because it’s not something that is known by the general public.

A trade secret cannot be something that another business could easily figure out and use to their benefit. The business must take reasonable efforts as defined by Section 445.1906 to keep that information as secret.

How to Write a Michigan Non-Disclosure Agreement

To write a basic Michigan non-disclosure agreement, first review Michigan's Uniform Trade Secrets Act. This will help you better understand the type of information that an NDA can protect.

Reading the law and creating your own NDA is not a substitute for getting qualified legal advice. Seeking out the opinion of a lawyer can help ensure that your NDA protects your trade secrets from misappropriation and that it can stand up in court if going to court becomes necessary.

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

  • The beginning paragraph is used to identify the parties. The Disclosing Party is the business with the trade secrets. The Receiving Party is the third-party who will have access to the information. Then, the scope of the document is set. The scope is to prevent the misappropriation of the information. An effective date is also placed in this paragraph.
  • A definition of "trade secret" according to the Michigan Uniform Trade Secrets Act. Under this act, a trade secret is defined as information such as a formula, pattern, compilation, program, device, method, technique, or process with actual or potential monetary value because it isn't general knowledge and it isn't something that another business in the industry can easily figure out and use for their advantage. The information must be something that your business takes reasonable steps to protect.
  • Exceptions to the classification of "trade secret." For example, information that is made public through no fault of the receiving party, a creation or discovery of the receiving party before it was provided to the disclosing party, something learned by the receiving party by legitimate methods without the disclosing party or their agent, or something shared by the receiving party with the written consent of the disclosing party.
  • Obligations of the receiving party. Examples include keeping the confidential information in their highest confidence for the full benefit of the disclosing party, fully restricting access to the information without the written consent of the disclosing party, and not using the information to benefit themselves without receiving the written consent of the disclosing party.
  • Relationship clause. Some Michigan non-disclosure agreements benefit from a relationship clause because it states that nothing written in the agreement makes either party an employee, partner, or joint venturer of the other.
  • Jurisdiction clause. This clause is used to set the laws of the State of Michigan as the laws that will govern the agreement and any disputes that arise from it.
  • Severability clause. This clause states that if a Michigan court finds a clause is invalid, the remainder of the NDA will remain enforced.
  • Integration clause. This clause states that the parties agree that the NDA represents their full understanding of the subject matter and supersedes all previous proposals, agreements, representations, and understandings. It also states that the agreement may not be amended except in writing and only if the amendment is signed by both parties.
  • Waiver clause. This clause states that if either party fails to exercise any right presented in the NDA, they do not waive prior or subsequent rights.

The document should include a space for the Disclosing and Receiving Parties to sign as well as to print their names. The signatures should also be dated. Finally, each should receive a copy of the document for their records after it is executed.

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