Utah NDA Template
Last Updated:
A Utah NDA, or “nondisclosure agreement,” is a binding legal contract between two or more parties. This agreement outlines the information that you and the other involved parties must keep under wraps. NDAs are commonly leveraged by startups and businesses as an insurance policy against potential breaches, such as employees or potential business associates attempting to leak the company's confidential data.
They serve as a protective shield for your company's trade secrets and other valuable information—whether it's your business strategy or your prized client database. By having an NDA in place, you ensure that these integral elements of your business aren't disclosed to the public or, even worse, fall into a competitor's hands.
Trade Secret Definition in Utah
“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. (Utah Uniform Trade Secrets Act § 13-24-2(4))
Thank you for downloading!
How would you rate your free form?
Read on to learn more about Utah NDAs, including:
What's included in a Utah NDA?
Here are some key components that are typically included in a Utah Nondisclosure Agreement:
-
Disclosing and Receiving Party
-
Definition of Confidential Information
-
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
At this point, we're dealing with two primary players: the disclosing party (you, releasing the confidential info) and the receiving party (the one getting the info). While this rule applies mainly to one-way NDAs, remember that with two-way NDAs, everyone's essentially in both roles. If you're a solo act without a formal business, just use your personal name in these roles.
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
When creating an NDA, it's key to specify what counts under “confidential.” Picture your boss declaring, “All my words in the next 2 years are top secret." Then, you're quitting one year later, your boss predicts tomorrow’s weather, and you pass on the forecast to a buddy. That's hardly a leak of confidential info, right? Courts agree and won't enforce such broad confidentiality terms.
However, slicing the definition too thinly could mean sharing information that the receiving party might widely distribute. Many businesses stick with a standard confidentiality definition, but if you're unsure, our in-depth guide on defining your NDA’s confidential information will come in handy.
“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 hinge on a purpose clause. This can be as straightforward as, “to create a prototype product for the disclosing party,” or “evaluating the potential for collaboration between the parties.” This purpose clause restricts the reasons for which the recipient can use your info.
Say you’re hiring a web developer and sharing your business plans for a better idea of the website to be created. In this case, you’ll want to narrow the focus to "development of…” your website, precisely defined. Lacking this specificity, the developer might venture off and set up a rival business using your confidential data.
Usually, though, the typical purpose clause is adequate (“assessing the potential for shared business opportunities”).
Here's a universally applicable purpose statement.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The way you handle your confidential details is closely linked to the NDA’s intent. It practically translates to using the confidential info solely for that purpose. While that seems like common sense, consider the opposite scenario where someone misuses your data to their advantage. This clause makes sure that sensitive talks remain under wraps, safeguarding both parties against potential harm.
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 share information with the "Recipient," what if that entity is an entire company? Or, what if they need to discuss some details with their attorney? The “Limited Access” clause addresses these concerns in your NDA.
While the template's language usually suffices, ponder over who exactly needs to know, restricting information usage to those individuals. Whenever the recipient shares your information, they should get that party to sign 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
Every NDA requires an “exclusions” segment. These exclusions bolster your NDA’s chances of court enforcement (if it boils down to that). You would only contemplate removing 4(a)(1) if you've already divulged any confidential facts to the recipient. Otherwise, these exclusions should serve most scenarios well.
(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 talks about the duration, the effective life span, of the NDA. This could span a brief business deal, or you might prefer it to be perpetual. Either way, the agreement should last as long as the anticipated association does. Typically, an NDA outlasts the specific deal or relationship, extending as long as the secrecy of the trade secret persists.
You'd likely want a clause explicitly stating that the trade secret must stay guarded even after a professional association or another contract has ended. If you're scratching your head over this, the average duration falls between one to five years. Just be conscious that the term must match your need for confidentiality.
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?
What if you've already let some confidential facts slip to the other party? Rest easy; we've got you. A few slight adjustments to the template, which we will guide you through, will set things right. Here's how.
How do I protect my trade secret?
The rationale behind using NDAs is safeguarding your confidential information. But by itself, this information carries no weight -- it’s all part of the broader trade secret spectrum. For it to hold value, it must qualify as a trade secret. If you’re unsure about what's a trade secret, whether your information qualifies as one, or how to protect your trade secret effectively, our handy guide on the subject will be a lifesaver.