Pennsylvania Non-Disclosure Agreement

The Pennsylvania Non-Disclosure Agreement (NDA), also called a “Confidentiality Agreement” or “Secrecy Agreement,” is a binding agreement that is used when one (1) party will be sharing confidential information with a second (2nd) party, preventing the party learning the information from sharing it with any third (3rd) parties. NDA’s typically contain an area where the parties are identified, definitions of what is confidential, the terms of the agreement, content that isn’t confidential, and the jurisdiction of the contract. Scroll below for an overview of Pennsylvania’s Trade Secret Law as well as a how-to for completing the agreement.

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Trade Secret Law

Pennsylvania’s Title 12 Chapter 53 is the state’s adoption of the Uniform Trade Secrets Act. It covers how misappropriation is punished and how victims are rewarded for having their confidential information stolen and abused. Understanding the act is essential if you will be bound under an NDA in the state. Below is an overview of all eight (8) sections of the law.

  • § 5301 – The title of Chapter 53; the “Uniform Trade Secrets Act”
  • § 5302 – Gives the definitions of the terms “Improper Means,” “Misappropriation,” “Person,” and “Trade Secret”
  • § 5303 – This section goes over injunctive relief, which is an order by the court to stop an entity from using a Trade Secret as a commercial advantage
  • § 5304 – Covers when either both monetary and/or exemplary damages will be awarded
  • § 5305 – When attorney’s fees will be paid for by the court (to the winning party)
  • § 5306 – The steps the court will take to prevent a trade secret from being leaked to the public during litigation
  • § 5307 – Statute of limitations (how long a victim has to bring a case of misappropriation); three (3) years
  • § 5308 – How Pennsylvania’s Chapter 53 affects other laws within their legislative system

How to Write

Step 1 – Begin by downloading the contract in either Adobe PDF or Microsoft Word. Then, make any necessary edits to the contract until all parties agree on the contents contained within the agreement.

Step 2 – On the first page of the agreement, start by entering the Date the contract will go into effect. Have the Disclosing Party (those releasing the information) enter their Full Name (or business name if signing as a company). Repeat this for the Receiving Party on the following line. Once complete, head to the last page.

Step 3 – In the table, both parties will need to enter their Full Printed Name followed by the Titles they hold within their companies. Then, the parties will need to write the Dates they are completing the agreement, and finally, their Signatures in the designated fields. The NDA is now complete.