US Trade Secret Protection

Nondisclosure agreements (NDAs) are a popular and successful tool of trade secret protection for businesses in the US. This article will discuss how an NDA can protect your trade secrets.

Definition of Confidential Information

NDAs specify the confidential information covered under the agreement. Confidential information contains any of the listed below.

  • Trade secrets
  • Proprietary information
  • Business strategies
  • Customer lists
  • Other sensitive data

Obligations of the Parties

NDAs set obligations for both parties to the agreement. The disclosing party agrees to reveal sensitive information to the receiving party under specified conditions. The receiving party agrees to not disclose it with third parties.

Confidentiality Duration

NDAs stipulate the period of confidentiality. It varies based on the type of information and the objectives of the parties.

Permitted Uses

The receiving party may use the information solely for the purposes or projects stipulated in the agreement.

Exceptions to Confidentiality

NDAs may include exceptions to confidentiality.

  • Information available in the public domain
  • Information becomes public through no fault of the receiving party
  • Information independently developed by the receiving party
  • Information disclosed pursuant to a court order or legal requirement

Remedies for Breach of Trade Secret Protection

NDAs typically include provisions detailing the remedies available in the event of a breach of confidentiality.

  • Injunctive relief preventing future disclosure of the information
  • Monetary damages to compensate for harm caused by the breach
  • Reimbursement for the costs of the legal counsel used to enforce the agreement

Jurisdiction and Governing Law

NDAs mention the laws, jurisdiction and jurisprudence that will apply in future disagreements. This ensures that the agreement is enforceable. It clarifies the legal framework governing the parties’ rights and obligations.

Customization in Trade Secret Protection

Customization is allowed in NDAs. This addresses the specific needs and circumstances of the parties involved. It can be tailored to address specific concerns and requirements, providing flexibility and adaptability in protecting their trade secrets.


NDAs safeguard business trade secrets and other sensitive information. It minimizes the risks of unauthorized disclosure and preserves the competitive advantage afforded by valuable trade secrets.