New Hampshire NDA Template
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A New Hampshire NDA, or “nondisclosure agreement,” is essentially a legal promise between two or more participants that sets parameters around information that has to remain under wraps. Startups and businesses routinely use NDAs as a safety net to prevent employees, potential collaborators, and others from revealing proprietary business details. It serves as a shield for your company's prized secrets, such as trade secrets and other key information—like your strategic business plan or your precious customer contact list—from landing in the public domain or with rivals.
Trade Secret Definition in New Hampshire
“Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that:
(a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily 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. (New Hampshire Uniform Trade Secrets Act NH Rev Stat § 350-B:1(IV))
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Read on to learn more about New Hampshire NDAs, including:
What's included in a New Hampshire NDA?
Here are some key components that are typically included in a New Hampshire 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 crafting your NDA, it's vital to identify the disclosing and receiving parties. The disclosing party is the one sharing confidential information, while the receiving party is obtaining it. Unilateral NDAs have separate disclosing and receiving parties, while mutual NDAs involve both parties sharing and receiving information. Note the difference between a "Company Name" and an "Individual." If you're a person, either sharing or obtaining the information, using your name is sufficient, as you don't have a company.
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
Your NDA must establish the information you consider "confidential." Think about an employer saying, "Everything I tell you for the next two years is confidential." A year on, the employer mentions forthcoming rain, which an employee later shares. Did the employee breach confidentiality? Certainly not!
Courts wouldn't uphold such a broad confidentiality clause. Defining confidential information too narrowly risks accidental disclosure, which the receiving party may then share further. Most companies use a standard definition like the one in the template. If you need guidance, consult 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
All NDAs include a "purpose" section, which describes why you're using an NDA. Examples are "to manufacture a prototype product for the disclosing party" or "to evaluate the potential business relationship between the two parties." The purpose matters because it determines how the recipient can use the confidential information.
Imagine hiring a developer for your website and sharing business plans. You'd want the purpose to be related to the development of specific website components. Otherwise, the developer could use the confidential information to create a similar company for profit. In most cases, the template's language ("evaluating the parties' capabilities of pursuing one or more business opportunities") is appropriate.
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
How you use confidential information relates to your NDA's purpose. It states that you'll only use the information for the intended purpose. While this may seem evident, consider situations where someone uses the information to exploit a company. This provision ensures private discussions stay protected, minimizing external influences or harm for both parties.
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 might provide information to a "Recipient" that is a company or needs to consult a lawyer, which is where the "Limited Access" section of your NDA comes in.
Typically, the template's language is suitable. Overall, consider who should be privy to that information and restrict access accordingly. When the recipient discloses information to someone else, ensure the third party signs an NDA agreeing to the same 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
Your NDA's "exclusions" section is crucial to ensure the agreement is more likely to be upheld in court, should it come to that. Generally, the template's language suits most situations. You might only need to remove exclusion 4(a)(1) if confidential information has already been shared with the recipient.
(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 clause addresses the duration or term of the NDA. The agreement could be for a single transaction lasting a short while or an indefinite period. Whichever term encompasses the expected relationship, that's how long the NDA will persist. Many NDAs outlast the specific transaction or relationship, especially if the trade secret remains a secret.
Include a provision stating that the trade secret has to stay protected even after a business relationship or other contract ends. The term needs to last as long as the confidentiality is required. If uncertain, remember that the average term is between one and five years.
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?
Don't worry if you've already shared confidential details with the other party. You can still modify the template as needed. We'll outline the necessary adjustments for you.
How do I protect my trade secret?
The primary purpose of NDAs is to safeguard your confidential information. However, this information's value lies in qualifying as a trade secret. If you're unsure about what constitutes a trade secret, whether the information qualifies, or how to protect it properly, consult our guide on the subject.