South Dakota Non-Disclosure Agreement
Our South Dakota Non-Disclosure Agreement (NDA), also called a “Unilateral Agreement” or “Confidentiality Agreement” is a binding document completed by two parties planning on sharing and receiving confidential information or trade secrets. Because it is legally binding, the party disclosing the classified info can bring the party on the receiving end to court for breach of contract if the information is leaked to the general public or a third party. An overview of the state’s Uniform Trade Secrets Act can be found below.
Trade Secret Law
The Uniform Trade Secrets Act (UTSA) was an act designed for adoption by the states to make the laws more consistent for companies that conduct business nationally. South Dakota’s adoption of this act, Chapter 37-29, lays the foundation for how the state’s courts handle cases of involving stolen trade secrets. Understanding the different sections of the chapter can aid those editing our free documents as well as those already bound under an NDA. Below are the sections of the chapter along with a brief summary of each.
- § 37-29-1 – This section gives the definitions of “Improper,” “Misappropriation,” “Person,” and “Trade Secret”
- § 37-29-2 – Gives a breakdown of when the courts can/will order an injunction. Injunctions are typically abolished when the trade secret(s) cease to exist
- § 37-29-3 – When the complainant can recover damages. For malicious (intending to do harm) misappropriation, the courts can award up to two times (2x) what would have been previously awarded
- § 37-29-4 – Attorney’s fees will be awarded if a claim isn’t made for just reasons, if a request to terminate an injunction is made bad faith, or if the misappropriation was conducted maliciously
- § 37-29-5 – This section discusses the steps the courts will take to prevent trade secrets to be released during litigation
- § 37-29-6 – The amount of time a victim of stolen trade secrets has to bring a case, which is three (3) years
- § 37-29-7 – How the chapter does and does not affect other laws
- § 37-29-8 – Says the chapter was meant to be in line with all the states that adopted the Uniform Trade Secrets Act
- § 37-29-9 – The title of the chapter
- § 37-29-10 – The word “Reserved”
- § 37-29-11 – Staes the chapter took place on July 1st, 1988. Also states the chapter does not cover misappropriation that occurred before that date
How to Write
Step 2 – Before completing the agreement, have the parties go through the contract. If one or more parties disagree on a section, edit the document until all parties agree on the terms and conditions contained within the form.
Step 3 – Beginning on the first page, have an individual enter the Current Date. Then, starting with the Disclosing Party, have them enter their Full Name and Address. Repeat this for the Receiving Party on the following line.
Step 4 – The parties will now need to enter their Names in print and their Company Titles. When both parties are ready to sign the contract, have them write their Signatures followed by the Dates in which they are signing the document.