Free Maryland Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (the "Agreement") dated this 26th day of October, 2021 BETWEEN: ____________________ of ________________________________________________________________________________ (the "Employer") OF THE FIRST PART - AND -

1. The Employee is currently or may be employed as an employee with the Employer for the position of: ____________________. In addition to this responsibility or position (the "Employment"), this Agreement also covers any position or responsibility now or later held with the Employer.
   
2. The Employee will receive from the Employer, or develop on the behalf of the Employer, Confidential Information as a result of the Employment (the 'Permitted Purpose').

IN CONSIDERATION OF and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

1. Confidential Information will also include any information that has been disclosed by a third party to the Employer and is protected by a non-disclosure agreement entered into between the third party and the Employer.
   

1. Information that is generally known in the industry of the Employer;
   
2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Employee;
   
3. Information rightly in the possession of the Employee prior to receiving the Confidential Information from the Employer;
   
4. Information that is independently created by the Employee without direct or indirect use of the Confidential Information; or
   
5. Information that the Employee rightfully obtains from a third party who has the right to transfer or disclose it.
   

1. to such employees, agents, representatives and advisors of the Employee that have a need to know for the Permitted Purpose provided that:
   
   1. the Employee has informed such personnel of the confidential nature of the Confidential Information;
      
   2. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Employee;
      
   3. the Employee agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      
   4. the Employee agrees to be responsible for and indemnify the Employer for any breach of this Agreement by their personnel.
      

   Avoiding Conflict of Opportunities

   1. solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the Employer; and
      
   2. directly or indirectly, engage or participate in any other business activities which the Employer, in their reasonable discretion, determines to be in conflict with the best interests of the Employer.
      
   1. induce or attempt to induce any employee or contractor of the Employer to quit their employment or retainer with the Employer;
      
   2. otherwise interfere with or disrupt the Employer's relationship with their employees and contractors;
      
   3. discuss employment opportunities or provide information about competitive employment to any of the Employer's employees or contractors; or
      
   4. solicit, entice, or hire away any employee or contractor of the Employer.
      

   This obligation will be limited in scope to those persons that were employees or contractors of the Employer at the same time that the Employee was employed by the Employer.

   Ownership and Title

   1. was developed without the use of any equipment, supplies, facility or Confidential Information of the Employer;
      
   2. was developed entirely on the Employee's own time;
      
   3. does not relate to the actual business or reasonably anticipated business of the Employer;
      
   4. does not relate to the actual or demonstrably anticipated processes, research or development of the Employer; and
      
   5. does not result from any work performed by the Employee for the Employer.
      

   Return of Confidential Information

   1. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
      
   2. is connected with or derived from the Employee's services to the Employer.
      
   1. ____________________
      ________________________________________________________________________________
   2. ____________________
      ________________________________________________________________________________

   IN WITNESS WHEREOF ____________________ and ____________________ have duly affixed their signatures under hand and seal on this 26th day of October, 2021.

   Witness Name: ____________________________

   Witness Name: ____________________________

   The Importance of the Non-disclosure Agreement in Maryland

   Which is the biggest secret you've ever had to keep? And was disclosing it paramount to legal action against you? Did the party disclosing the secret mention or imply that failure to abide by the terms of the contract would mean that you are charged in court or that you would have to pay damages for the losses suffered by the disclosing party directly or directly? And did they make you sign a document?

   If you signed a document that says you cannot breach the agreement, it means that you have swum in the world of non-disclosures.

   A non-disclosure agreement is a document that people often sign to protect trade secrets, among other reasons. The non-disclosure agreement also called an NDA, or a confidentiality agreement (CA) is, in most cases, the most important part of legal settlements. The agreement could also be the basis or the condition for an individual to get employed, or it could be all that you need to create a business relationship. As you delve into the world of confidentiality agreements in Maryland, you will realize that the term confidential means different things to different parties.

   So, what is considered confidential?

   Under the legal lens, confidential refers to that which must be kept under wraps. It's the basis of your free non-disclosure statement in Maryland. The receiving party to the agreement and the contract must agree to keep their mouths shut about the information regarded as confidential in the NDA. The confidential information could include employee details, company projects run by an employee, a product or program, or investor information.

   Often, the information considered confidential is a trade secret. Trade secrets refer to the information - program, device, process, method, or technique - that, if disclosed, could affect the company's economic value and the only way for the company to say afloat is by keeping the information away from the public eye and from competitors. The trade secret that a company wishes to protect gives the company a competitive advantage in the market. The trade secrets could also include data about clients, expansion plans, or information about pending litigation.

   Uses of the NDAs

   The primary role of an NDA or a CA is to keep business secrets. As a result, there are several uses of the document including:

   Employee disclosures: if you are in the kind of business that deals in and with sensitive information such as product development plans and programs, research, or inventions, you want to ensure that those details do not leave the room or the building. The only way of doing that is by asking your employees to sign NDAs.

   Agreements with independent contractors: if you have someone working on a special project and you wish to have the information away from your competitors, you should consider getting the contractor to sign the document.

   Keeping business or professional information a secret: this is common with doctors and lawyers, as they are required by law to keep the details of their clients and their cases a secret.

   You could also use the NDA when dealing with investors or when coming up with agreements necessary for arbitration and litigation.

   What makes a complete and an enforceable NDA in Maryland?

   The first step in creating NDAs involves downloading a non-disclosure form that is pre-formatted.

   In your free Maryland non-disclosure agreement form, you have to include the following details:

   Definition of the information or knowledge you consider confidential and also the reason why you wish for that information to remain confidential.

   Exclusions: this is the description of the information that is not included in the confidentiality document. Often, the exclusion describes the information that isn't regarded as confidential because it is public knowledge or because the receiving party already has knowledge of the information before he or she signs the NDA.

   The obligations of the receiving party: here, the disclosing party must disclose what the roles of the receiving party are beside keeping the information a secret. The obligations section also indicates when the receiving party will have to destroy or even return the confidential information when they are done with the information or when they are no longer required to keep the secret. Under the obligations, the receiving party is also made aware of the fact that they cannot reproduce the trade secrets through printing, copying, or divulging the information to others, not even other employers. So, if one contravenes these conditions, they will be held liable.

   Also, note that the receiver of the information can only return the trade secrets to the disclosing party after they receive a formal/ written request. And, anyone else needing the information must sign an NDA.

   Time: the NDA has to set a limit to how long the information is considered confidential, as well as how long the receiving party keeps the information under wraps.

   Other terms: in the NDA, it's important to include clauses that could protect or ensure the enforcement of the document. These clauses include the severability clause, integration, waivers, modifications, relationships, and arbitration, among others,

   Signatures: the parties to the must sign the NDA against their names, and the document must be dated.

   Types of NDAs

   You could either use a unilateral or a bilateral NDA. With the unilateral NDA, there is only one party (receiving) that signs and agrees to keep the information shared secretive; and if they breach the contract, they will be held liable. The bilateral NDA, on the other hand, represents the document used by two parties to promise each other that they will keep each other's information a secret. The bilateral NDA is common in joint ventures and partnerships.

   Note: you must always read every bit of information contained in the NDA before signing it. You also need to check if the document has a statement that avoids the creation of a confidential relationship between the parties involved.

   Are you thinking of creating an NDA for your business in Ocean City, Baltimore, Rockville Annapolis, Salisbury, Laurel, Bethesda, or any other city in Maryland? Get started with our free non-disclosure forms available online.

   Sample Non-Disclosure Agreement