New Mexico NDA Template
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A New Mexico NDA, or “nondisclosure agreement,” is a legal contract between two or more parties outlining the information that must remain secret. Startups and businesses often use NDAs to safeguard themselves in case employees, potential partners, or others try to reveal the company's confidential information. NDAs play a vital role in protecting your company's trade secrets and other essential details, such as your business strategy or client contact list, from falling into the hands of the public or competitors.
Trade Secret Definition in New Mexico
“trade secret” means information, including a formula, pattern, compilation, program, device, method, technique or process, that:
(1) 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
(2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (New Mexico Uniform Trade Secrets Act § 57-3A-2(d))
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Read on to learn more about New Mexico NDAs, including:
What's included in a New Mexico NDA?
Here are some key components that are typically included in a New Mexico 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 segment, the informing party is the one sharing the classified data, while the receiver is the one collecting it. It's crucial to note that this applies solely to one-way NDAs. In dual-sided NDAs, both sides share and acquire information. If you, as an individual, are either relaying or gathering information, use your personal name because there's no company involved.
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
You have to specify which information you consider private in the NDA. Think about scenarios like this: An employer tells you, "From now on, everything I say is confidential." The next year, your employer casually mentions that it's going to rain the coming day. If you happen to tell a friend this seemingly unimportant piece of information, did you break the rule of confidentiality? Absolutely not!
Broad confidentiality clauses like this would never stand up in court. On the other hand, if your definition is too narrow, you might unintentionally leak classified information, which the receiving party could distribute freely. The majority of businesses use a standard template to define confidentiality, but if you're unsure, go through our in-depth article explaining the definition of 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
You might have observed the need for a "purpose" definition in the template as well as in all NDAs. This might look like "to manufacture a prototype for the disclosing party," or "to assess potential collaboration between the parties." This serves as an indicator of the acceptable use of confidential data by the recipient.
Let's say you're hiring a developer for your website and share your business plan to provide them with a clearer picture. You would want the purpose to be specifically connected with the "creation of..." the particular sections the developer will be working on. Absence of such limitation could possibly lead to the developer using your classified information to build a similar, profitable enterprise.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
How you use the confidential data is linked with the purpose of the NDA. This piece of the agreement effectively states that the confidential details will only be used as directed by the purpose of the NDA. It might seem like an unnecessary precaution but consider a situation where the classified information is exploited for personal gains. This clause keeps the private discussions protected from potentially harmful 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
When you are providing your data to the "Recipient", considerations need to be made if the recipient is an organization or when they need to consult their legal advisor? Such situations are discussed in the “Limited Access” section of the NDA.
In most cases, the template's language suffices. But overall, you should consider who needs access to this information, and limit its use accordingly. If the recipient shares the data with someone else, that person should also sign an NDA with identical terms too.
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
The next segment in the NDA is "exclusions". These are necessary to increase the chances of your NDA being held up in court, if it ever comes to that. You might need to consider removing 4(a)(1) -- and only if you’ve already shared confidential data with the recipient. For most scenarios, however, the existing exclusions should suffice.
(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 section deals with the duration of the NDA’s effectiveness. The agreement might cover a single transaction taking a few days, or it could be indefinite. It generally extends beyond the specific transaction or relationship, precisely for as long as the trade secret remains undiscovered.
It would be beneficial to include a clause stating the trade secret must stay protected even after concluding other agreements or business deals. If you're unsure about what to put here, the average time frame is between one to five years. This duration should reflect the period for which you want the data to remain private.
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?
Did you already share some of your confidential information? Fret not! Let's tackle this. There are some adjustments you may need to make to your NDA template, we'll guide you through that process.
How do I protect my trade secret?
Employing NDAs is a strategy to safeguard your confidential information. But information being confidential doesn’t inherently make it valuable - its worth comes from being a part of the trade secret. To make your information valuable, it must qualify as a trade secret. If you're uncertain about what classifies as a trade secret, or how to protect it, take a look at our guide dedicated to trade secrets.