Nebraska NDA Template
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A Nebraska NDA, or “nondisclosure agreement,” is a legal pact between two or more entities. It specifically outlines what information should remain confidential between you and the other party. NDAs are a trusty tool that startups and businesses use as a safeguard to prevent unwarranted disclosure of significant confidential information by employees, potential business partners, and so on. They serve as a protective shield for your company's trade secrets, as well as other critical details -- such as your business strategy or client database -- from finding its way to competitors or the public domain. These agreements are your company's armor, its defense in the challenging arena of the business marketplace.
Trade Secret Definition in Nebraska
Trade secret shall mean information, including, but not limited to, a drawing, formula, pattern, compilation, program, device, method, technique, code, or process that:
(a) Derives independent economic value, actual or potential, from not being known to, and not being ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
(b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (Nebraska Trade Secrets Act § 87-502(4))
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Read on to learn more about Nebraska NDAs, including:
What's included in a Nebraska NDA?
Here are some key components that are typically included in a Nebraska Nondisclosure Agreement:
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Disclosing and Receiving Party
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Definition of Confidential Information
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NDA Purpose
- Use of Confidential Information
- Limited Access to Confidential Information
- Exclusions - What's not Covered
- Term of Confidentiality Period
1. Disclosing and Receiving Party
In this NDA section, the "disclosing party" refers to the entity sharing confidential information, while the "receiving party" is the entity receiving this information. This only applies to unilateral NDAs – for mutual NDAs, both parties are seen as disclosing and receiving. Also, take note of the distinction between "Company Name" and "individual." If you're an individual either sharing or receiving information, use your name instead of a company name.
This nondisclosure agreement (this “Agreement”) is dated [Date] (the “Effective Date”) and is between [Company Name of Disclosing Party; e.g. “Max Studios, LLC”; if you do not have a formal legal entity, use your legal name, e.g. “Max Smith”], (the “Company”), and [Company Name of Receiving Party; if receiving party does not have a formal legal entity, use their legal name] (the “Recipient”).
2. Definition of Confidential Information
An NDA requires you to clearly define which information is considered "confidential." The reasoning behind this is simple: Imagine an employer saying, "Everything I tell you for the next two years is confidential." A year later, you're leaving your job, and your employer mentions that it might rain tomorrow. Sharing this with a friend later wouldn't count as disclosing confidential information.
Courts won't uphold overly broad confidentiality clauses. However, defining it too narrowly could lead to accidental disclosure of confidential information that the receiving party might then share with anyone. Most businesses utilize a standard definition, like the one in the template. If you're unsure, check out our post on defining confidential information in your NDA.
“Confidential Information” means any information that is proprietary or unique to the Company and that is disclosed by the Company to the Recipient during the term of this Agreement, including the following: trade secret information; matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results; marketing methods; plans and strategies; information about operations, products, services, revenues, expenses, profits, sales, key personnel, customers, suppliers, and pricing policies; and any information concerning the marketing and other business affairs and methods of the Company which is not readily available to the public. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement, (2) the Company is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to the Company.
3. NDA Purpose
Templates and all NDAs require you to outline the "purpose" of the NDA. You might describe it as "to manufacture a prototype product for the disclosing party," or "to evaluate the potential business relationship between the two parties." The purpose is significant because it indicates how the recipient can use the confidential information.
Let's say you want to hire a developer to build your website. You share your business plans for them to understand the website's concept better. You'd want to narrow down the purpose to be connected to the "development of..." and then describe the specific website parts the developer will be working on.
Without this restriction, the developer could use the confidential information to create another, similar company and profit from the original business's confidential info. In most cases, the template language ("evaluating the parties' capabilities of pursuing one or more business opportunities") should suffice.
Here's a generic purpose definition.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The use of your confidential information is linked to the purpose of creating the NDA. This provision essentially states that the confidential data can only be applied for this declared purpose. Imagine a situation where the confidential information gets used to take advantage of the company. This provision ensures that sensitive discussions remain private, protecting both parties from potential harm or external influences.
The Recipient shall use Confidential Information only for the Purpose. Unless otherwise agreed in writing, neither party shall disclose to a third party the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms or other facts relating to the Purpose, including the status of negotiations between the parties.
5. Limited Access to Confidential Information
You're providing your information to the "Recipient," but what if the Recipient is a company? Or the recipient must consult with a lawyer? The "Limited Access" part of your NDA acknowledges and addresses these scenarios.
For most cases, the standard language in the template should be acceptable. However, consider who needs access to the information and limit its use to those specific individuals. If the recipient shares any information with another party, they should ensure this third party is also bound by an NDA with identical terms.
The Recipient shall protect the Confidential Information from unauthorized use and disclosure using the same degree of care that it uses with respect to its own information of like importance, but no less than a reasonable degree of care. The Recipient shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any third party without the Company’s prior written consent. However, the Recipient may disclose the Confidential Information to employees, contractors, consultants, and authorized representatives of the Recipient who (1) require access to the information for the Purpose, (2) are informed by the Recipient of the Recipient’s obligations under this Agreement, and (3) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this Agreement and that are at least as protective of the Confidential Information as this Agreement.
6. Exclusions - What's not Covered
Exclusions are the next crucial section of your NDA. They're necessary for ensuring your NDA stands a chance of being legally upheld should any dispute reach court. The primary one to consider removing is 4(a)(1) – but only if you’ve disclosed confidential information to the recipient already. In most cases, the exclusions as structured should work universally.
(a) This Agreement imposes no obligations upon the Recipient with respect to Confidential Information that: (1) was known to the Recipient before disclosure by the Company as evidenced by contemporaneous records; (2) has become publicly available through no fault of the Recipient; (3) is disclosed to the Recipient by a third party that has the right to make the disclosure to the Recipient and that does not have any obligation of confidentiality with respect to the Confidential Information; or (4) is disclosed by the Recipient with the Company’s prior written consent.
(b) If the Recipient is required by any governmental agency, court, or other judicial or regulatory body to provide any Confidential Information received under this Agreement, then the Recipient will not be deemed to be in violation of this Agreement for the disclosure if the Recipient promptly gives written notice to the Company of the requirement to provide the Confidential Information and cooperates with the Company so that the Company may contest the requirement to provide the Confidential Information. The Recipient may disclose only that portion of the Confidential Information that it is legally required to furnish.
7. Term of Confidentiality Period
This refers to the NDA’s actual life period during which the agreement remains valid. This could cover a specific single transaction lasting a few days or be indefinite. The chosen duration should cover the anticipated relationship length. In most cases, an NDA outlasts the specific relationship or transaction, as long as the trade secret remains confidential.
Consider including a clause that explicitly states that the trade secret must remain protected even after the conclusion of any business association or other contractual agreement. If you're uncertain about the period to select, bear in mind that the average is between one to five years. And remember, the duration should be as long as you need the information to stay confidential.
This Agreement will continue for a period of one year from the Effective Date unless: (1) terminated earlier by either party upon written notice to the other; (2) extended by the mutual written agreement of the parties; or (3) superseded by a subsequent written agreement that explicitly sets forth the obligations of the parties with respect to Confidential Information. With respect to business information, the Recipient’s obligations of confidentiality and non-use under this Agreement will expire three years from the termination of this Agreement. With respect to all information that constitutes a trade secret, the Recipient’s obligations of confidentiality and non-use under this Agreement will survive the termination of this Agreement for as long as such information remains a trade secret under applicable law.
What happens if I've already disclosed confidential information?
If you’ve already disclosed confidential information to an external party, don’t worry! You can adjust the template to accommodate this situation. Read this guide to check how.
How do I protect my trade secret?
NDAs are incredibly useful as they protect your confidential information. Remember, though – confidential information alone carries no value; it becomes valuable as part of the trade secret. To make your information truly valuable, it must qualify as a trade secret. If you're unsure what a trade secret is, or if your information counts as a trade secret, or even how to protect it effectively, take a look at our guide on the issue.