Make a Mississippi Non-Disclosure Agreement

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What is a Mississippi Non-Disclosure Agreement?

A Mississippi non-disclosure agreement (NDA) is more often referred to as a confidentiality agreement. It is a legal contract that creates a confidential relationship between the parties. The overall purpose of a Mississippi non-disclosure agreement is to prevent employees or independent contractors from giving business secrets, such as intellectual property, or sensitive information to others.

Because a non-disclosure agreement is one of many legal documents used during the hiring process, you should get legal advice from a qualified law firm before you draft one or before you sign one. Use of this site does not constitute legal advice or substitute for it, either.

Mississippi State Laws

Mississippi governs non-disclosure agreements and trade secrets through their Uniform Trade Secrets Act, Miss. Code Ann. §§ 75-26 . This law also states the potential damages that a business may be entitled to receive as well as how trade secrets are protected during legal action related to the NDA.

To help protect the business, use a Mississippi non-compete agreement with the NDA.

Definition of “Trade Secrets”

Business secrets are also referred to as “trade secrets.” The Uniform Trade Secrets Act provides a legal definition of “trade secrets.” In Miss. Code Ann § 75-26-3 , a trade secret is defined as information of some type that has actual or potential monetary value because it is something not considered general knowledge for the public.

A trade secret can’t be so simple that another business could figure it out and adopt it as their business practice. Examples given by the statute include formulas, patterns, compilations, programs, devices, methods, techniques, and processes. To protect a trade secret using an NDA, a business must also take reasonable steps to keep that information private.

How to Write a Mississippi Non-Disclosure Agreement

To write a basic Mississippi non-disclosure agreement, you should first read the Mississippi Uniform Trade Secrets Act. This will help you better understand how the law can protect your business' sensitive information. However, it is not a substitute for obtaining qualified legal advice. A lawyer can help ensure that your non-disclosure agreement is properly drafted to protect your trade secrets.

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

  • The opening paragraph identifies the Disclosing Party and the Receiving Party. The Disclosing Party is the business looking to protect their trade secrets. The Receiving Party is the third-party who will have access to the sensitive information. The paragraph also sets the scope or purpose of the agreement, which is to prevent the misappropriation of trade secrets. This paragraph also includes an effective date since it is a legal document.
  • Definition of "trade secret" according to the Mississippi Uniform Trade Secrets Act. The law defines it as information with actual or potential monetary value because it is something that isn't generally known to the public and it isn't something that other businesses could easily come up with on their own. Statutory examples include formulas, patterns, compilations, programs, devices, methods, techniques, and processes. The business must take reasonable steps to keep the information protected.
  • Exemptions. Common exemptions may include information given to the public at no fault of the receiving party, something created or discovered by the receiving party before being provided to the disclosing party, something learned by the receiving party by legitimate means and without the assistance of the disclosing party or the disclosing party's agents, or information disclosed by the receiving party after receiving the disclosing party's written consent.
  • Obligations of the receiving party. Common examples include holding trade secret information in their strictest confidence, ensuring that access to the information is restricted to the best of their ability unless they receive written consent from the disclosing party, and not using the information to their sole benefit unless they receive written consent from the disclosing party.
  • Relationship clause. For some Mississippi non-disclosure agreements, a relationship clause can be very important. The language in this clause is used to clarify that there is nothing in the agreement that makes either party an employee, partner, or joint venturer of the other.
  • Jurisdiction clause. This clause is used to ensure that Mississippi laws are used to govern the agreement and any disputes that may arise from it.
  • Severability clause. This clause is used to keep the remainder of the NDA enforceable if a Mississippi court finds that one clause is invalid.
  • Integration clause. This clause states that the parties agree that the agreement represents their full understanding of the subject matter and that it supersedes all prior proposals, agreements, representations, and understandings. It also states that the NDA may not be amended except in writing and that both parties must sign the amendment.
  • Waiver clause. This clause states that if either party does not exercise any rights presented in the agreement that they do not waive any previous or subsequent rights.

The agreement also includes a signature line and the typed name of both the Disclosing and Receiving Party. The signatures should be dated. Each person should receive a copy of the finalized NDA for their records.

Download a PDF or Word Template

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