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What is a Vermont Non-Disclosure Agreement?

A Vermont non-disclosure agreement (NDA), also known as a confidentiality agreement, is designed to protect business and trade secrets, such as intellectual property.

It may be used as a stand-alone contract or found in employment contracts. Before drafting an NDA or signing one presented to you, seek legal advice.

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Vermont State Laws

Trade secrets and non-disclosure agreements are regulated by 9 V.S.A. §§ 4601 through 4609 . Vermont’s trade secrets law also provides information on what sort of damages that a business may be entitled to receive if the NDA is violated.

For better protection, use an NDA along with a Vermont non-compete agreement.

The State of Vermont has made it illegal for employers to require employees to sign non-disclosure agreements that sign away their rights to talk about or take action on sexual harassment.

Definition of “Trade Secrets”

Because a Vermont non-disclosure agreement is meant to protect trade secrets, businesses need to understand how the term “trade secret” is defined by 9 V.S.A § 4601 as information such as a formula, pattern, c ompilation of information, program, device, method, technique, or process with its own actual or potential economic worth.

Its worth occurs because the information isn’t readily known or ascertainable by others who could then use the information for their benefit. If a Vermont business wants to protect information as a trade secret, it must take reasonable steps to k eep that information private.

How to Write a Vermont Non-disclosure Agreement

To write a basic Vermont non-disclosure agreement, you should first read the state's laws related to trade secrets. This will help you better understand what sort of information is protected by an NDA.

However, reviewing the law on your own is not a substitute for legal advice. Consulting an attorney is the best way to ensure that your NDA is enforceable.

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

  • The opening paragraph begins by identifying the parties and their roles. The Disclosing Party is the business needing to protect their trade secrets. The Receiving Party is the third-party who will have access to the information. Then, the scope or purpose of the agreement is set forth: to prevent the misappropriation of trade secrets. An effective date is listed in this paragraph. Sometimes, this paragraph may also list the geographical restrictions as well as the time restrictions.
  • The definition of "trade secret" according to Vermont statutes. Vermont statute defines a trade secret as information such as a formula, pattern, compilation of information, program, device, method, technique, or process with its own actual or potential economic worth. The worth occurs because the information isn't readily known to the public or others who could use the information. The parties must take reasonable steps to keep the information private.
  • Exemptions from confidential status. There will be times when information will not be considered confidential. Common examples of exemptions may include information disclosed through no fault of the Receiving Party, information disclosed by the Receiving Party after the Disclosing Party provides written consent, information legitimately learned by the Receiving Party without the assistance of the Disclosing Party or their agent, or something discovered or created by the Receiving Party before it is provided to the Disclosing Party for use.
  • The obligations of the Receiving Party. Common obligations of the Receiving Party found in an NDA include keeping the information in the strictest of confidence, restricting access to the information, and not using the information for their sole benefit without written consent.
  • Relationship clause. Some Vermont non-disclosure agreements benefit from a relationship clause as they state that nothing within the agreement deems either party an employee, partner, or joint venturer of the other for any reason.
  • Jurisdiction clause. A jurisdiction clause sets Vermont statutes as the laws which shall be used to govern the agreement.
  • Severability clause. A severability clause is used to keep the remainder of the NDA enforceable if a Vermont court holds that one portion of the agreement is invalid.
  • Integration clause. An 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 only be amended in writing and only if the amendment is signed by both parties.
  • Waiver clause. A waiver clause states a party's failure to exercise any rights presented in the NDA does not waive prior or subsequent rights.

The Disclosing Party and the Receiving Party should sign and print their name. The signatures should also be dated. Once the NDA is executed, both parties should receive a copy for their records.

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