Michigan Non-Disclosure Agreement
The Michigan Non-Disclosure Agreement (One-way NDA) is used for situations in which an individual or company will be sharing one or more of their Trade Secrets (confidential information) to an entity, and would like to ensure the information they are disclosing will not be shared with a third (3rd) party. This is common in business situations where a company may need to share their business plan or valuable business process. If the sensitive information is shared with the general public or a competitor, the entity disclosing the knowledge can bring the other party to court, and can potentially claim damages or have the court stop the act by means of an injunction.
Trade Secret Law
Michigan adopted the Uniform Trade Secrets Act (UTSA) in 1998, which was an act designed to make trade secret laws more homogenous to aid companies that operated in multiple states. To ensure the confidentiality agreement(s) you sign can hold up in a court of law, it is highly recommended that you and the parties involved understand what the sections of the act entail. To aid in your understanding, we have provided an outline of the provision (Act 448) below:
- § 445.1901 Short Title – What the act is citable as
- § 445.1902 Definitions – The definitions of “Improper Means, “Misappropriation,” “Person,” and “Trade Secret”
- § 445.1903 Injunction – Covers when injunctions will be issued by the court
- § 445.1904 Recovery of Damages – When damages from misappropriation will be rewarded
- § 445.1905 Attorney’s Fees – The factors that lead to the winning party having their attorney’s fees paid for
- § 445.1906 Preservation of Secrecy – States the actions the court will take to preserve trade secrets
- § 445.1907 Statute of Limitations – A case of misappropriation must be brought within three (3) years within discovering the wrongdoing
- § 445.1908 Other Laws – How Act 448 affects other laws in Michigan’s Legislature
- § 445.1909 Construction of Act – States the act is meant to be in line with the states that
- § 445.1910 Effective Date – Any misappropriation occurring before Oct. 1st, 1998 does not apply to Act 448
How to Write in PDF & Word
Step 1 – Have the parties involved go through the contract, making any changes if needed. Ensuring everyone involved agrees to the terms now helps to reduce complications in the case that the contract is broken.
Step 3 – First (1st) page: Enter the Date and the Names and Addresses of both the entity disclosing the sensitive information (“Disclosing Party”) as well as the party learning it (“Receiving Party”).
Step 4 – Second (2nd) Page: Before signing the document, the parties will need to enter their Printed Names, their Company Titles, and the Current Dates. Once complete, have both parties record their Signatures. This can be done digitally using the PDF version, or manually after printing the Word version.