Wyoming NDA Template
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A Wyoming NDA, or “nondisclosure agreement,” is a legal arrangement involving two or more parties that outlines the information you and the other party are required to keep confidential. NDAs come in handy for startups and businesses, as they safeguard them from situations where employees or potential business partners might reveal sensitive company information. By using an NDA, you ensure the protection of your company's trade secrets and valuable information, such as your business strategy or client contact list, ultimately preventing them from falling into the hands of the public or competitors.
Trade Secret Definition in Wyoming
“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. (Wyoming Uniform Trade Secrets Act § 40-24-101(iv))
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Read on to learn more about Wyoming NDAs, including:
What's included in a Wyoming NDA?
Here are some key components that are typically included in a Wyoming 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 disclosing party refers to the entity "unveiling" the confidential data. On the flip side, the receiving party is the one accepting this information. These roles are specifically relevant for unilateral NDAs. In contrast, for mutual NDAs, both entities are in the shoes of both the discloser and receiver.
Worth noting is the differentiation between a "Company Name" and an "individual". If you, as an individual, are either revealing or receiving information, just use your full name (since you're not representing 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
For your NDA, it's crucial to pinpoint exactly what data is "confidential". Let's say your boss tells you, "Everything I share with you in the next 2 years is confidential." A year later, you're planning to resign and your boss casually mentions he thinks it's going to rain tomorrow. You then pass on this seemingly innocuous weather forecast to a mutual acquaintance. Have you disclosed confidential information? You certainly haven't!
A court won't uphold such a nebulous confidentiality clause. Yet, if you make the definition too restricted, you risk inadvertently disclosing confidential information that the receiving party could then spread around freely.
Many companies make use of a standard definition, similar to the one in the template we provide. If you're unsure, check out our more detailed blog post on delineating confidential data 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
Every NDA, including the template provided, mandates a description of the NDA's "purpose". You could say, for example, "to facilitate the manufacture of a test product for the unveiling party," or "to weigh up the potential business connection between both parties." This purpose is key, as it outlines why the recipient of the confidential details can leverage this information.
Imagine you're contracting a developer to aid in creating your website. You impart your business strategies so they can better understand what kind of website to build. In this situation, you'd want to carefully narrow the purpose to focus on the "formulation of…" and then specify which parts of the website the developer will be working on.
Without an explicit purpose, a developer might misuse the confidential data to establish a similar business, profiting from the confidential details of your operation. However, in most scenarios, the language in the template (i.e., “examining the parties’ capacities to explore one or more business opportunities”) is adequate.
Here's an example of a purpose definition.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
How you utilize your confidential data is tied to why you're drafting an NDA. This clause effectively mandates that the confidential details are used solely for the defined purpose. Although this might sound self-evident, consider an alternate scenario where an individual exploits the confidential information for personal gains. The clause ensures private discussions remain so, shielding both parties from potential external interference or damage.
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 provide your data to the “Recipient,” what if the Recipient is, in fact, a corporation? Or what if the recipient needs to consult a lawyer about some details? These situations are addressed in the "Limited Access" section of your NDA.
In most circumstances, the phrasing in the template will suffice. But, as a rule, consider who genuinely needs access to the data, and restrict the use to those individuals. Whoever the recipient discloses the data to should make sure that person also signs an NDA agreeing to the same conditions.
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 subsequent section of the NDA is “exclusions.” These exclusions are necessary to boost the chances of a court upholding your NDA (should it come to that). The only one to reconsider is 4(a)(1) -- and that's only if you've previously revealed confidential information to the recipient. In all other instances, these exclusions as written should function in most situations.
(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 provision sets the term, or duration, during which the NDA is operative. The NDA could cover a single transaction spanning a few days, or you may intend it to last indefinitely. However long the anticipated relationship lasts, that becomes the life of the agreement. Often, an NDA outlives the specific transaction or relationship it was set up for, specifically as long as the trade secret remains undisclosed.
In general, you might want to add a clause stating that the trade secret must remain protected even after any business relationship or contractual agreement concludes. If you're uncertain on what to include here, it might help to know that the typical duration is between one to five years. Also, remember that the timeframe needs to be as long as necessary for 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?
Have you already shared confidential data with the other party? No worries! We've got your back. You'll want to tweak the template a bit in a couple of areas, and we'll show you how.
How do I protect my trade secret?
The reason you're using NDAs is to protect your confidential data. But remember, confidential information on its own isn't of great value -- it's part of a bigger picture involving trade secrets. For the data to hold any value, it must qualify as a trade secret. If you're unsure of what constitutes a trade secret, whether the information qualifies as one, or how to adequately protect your trade secrets, we have a handy guide on those matters.