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What is a Washington Non-Disclosure Agreement?

A Washington non-disclosure agreement (NDA) is more frequently referred to as a confidentiality agreement. Washington non-disclosure agreements may be legally binding contracts.

When a new employee or independent contractor signs an NDA, they are bound to secrecy regarding the business information defined in the document. A non-disclosure agreement may be its own contract or it may be part of an employment contract.

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Washington State Laws

Washington adopted the Uniform Trade Secrets Act, RCW §§ 19.108.010 through 19.108.930 , to govern the use and construction of non-disclosure agreements. Washington’s Uniform Trade Secrets Act also explains the damages that a business may be entitled to receive if an employee or a contractor violates the NDA.

Washington businesses should use a well thought out NDA as well as a well thought out Washington noncompete agreement to create the best possible protection for their information.

Definition of “Trade Secrets”

The purpose of a Washington non-disclosure agreement is to protect confidential information that is referred to as a trade secret. Washington’s Uniform Trade Secrets Act defines a “trade secret” as information such as a formula, pattern, compilation, program, device, method, technique, or process with its own actual or potential financial value.

A trade secret’s value exists because the information isn’t generally known or discoverable by the public or another business to use for their own benefits. Any business wishing to protect information as a trade secret must take reasonable efforts to keep that information private.

How to Write a Washington Non-disclosure Agreement

To write a basic Washington non-disclosure agreement, you should first read the Washington Uniform Trade Secrets Act. It will help you better understand how an NDA can protect your business secrets. Yet, this is not a substitute for legal advice. A lawyer can help ensure that your non-disclosure agreement is enforceable. You can save your template in Microsoft Word (.docx) for easy editing.

  • The first paragraph identifies the parties and their roles. The Disclosing Party is the business with trade secrets that they want to protect. The Receiving Party is the third-party who will receive access to the information. Then, the scope or purpose of the agreement is explained: to prevent the misappropriation of the confidential information. An effective date is also listed. Depending on how the remainder of the agreement is structured, the restrictive covenants related to geographical and time limitations may also be included here.
  • Define "trade secret" according to the Washington Uniform Trade Secrets Act. RCW defines it as information such as a formula, pattern, compilation, program, device, method, technique, or process with actual or potential economic value. The value occurs because the public doesn't have access to the information and the information also isn't generally discoverable by other businesses. Your business must keep the information private by using reasonable methods.
  • Exemptions to confidential and trade secret status. There will be times when information will not meet the qualifications to be considered confidential or as a trade secret. Common exemptions include when the Disclosing Party provides written consent for the release of information, when information is released through no fault of the Receiving Party, when the Receiving Party creates or discovers something, and when the Receiving Party learns something by a legitimate method without the assistance of the Disclosing Party or their agent.
  • The obligations of the Receiving Party. Common obligations in an NDA may include maintaining the confidentiality of the information, restricting access to the information, and not using the information for their sole benefit without receiving the written consent of the disclosing party.
  • Relationship clause. Some Washington non-disclosure agreements require the use of a relationship clause because they state that nothing within the agreement deems either party a joint venturer, partner, or employer of the other for any purpose.
  • Jurisdiction clause. A jurisdiction clause is used to set RCW as the governing laws of the agreement.
  • Severability clause. A severability clause keeps the remainder of the NDA enforceable if a Washington court determines that part of it is invalid.
  • Integration clause. An integration clause states that the NDA expresses the complete understanding of the parties regarding the subject matter and that the agreement overrides all previous proposals, agreements, representations, and understandings. It also states that the agreement may only be amended in writing. The amendment must be signed by the parties.
  • Waiver clause. If the party fails to exercise any rights presented in the NDA, they do not waive any prior or subsequent rights.

Each party must sign and print their names. Their signatures must also be dated. The parties should receive a copy of the finalized agreement for their records.

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