The Delaware non-disclosure agreement (NDA) is a contract between two (2) parties, designed for the protection of sensitive business information. Employers will draft and implement a non-disclosure agreement to ensure that employees will be held legally responsible if they wrongfully disclose company secrets such as client information or manufacturing techniques. The restrictions of the agreement will remain effective so long as the confidential information qualifies as a trade secret. However, the employer may relieve the employee of their non-disclosure obligations at any point via a written release notice.

Laws Title 6, Chapter 20 (Trade Secrets)

Misappropriation (§ 2001(2)) – Wrongful disclosure of trade secrets will leave the prevailing party eligible to recover damages (§ 2003) including attorney’s fees (§ 2004).

Trade Secret Definition (§ 2001(4)) – “Trade secret” shall mean information, including a formula, pattern, compilation, program, device, method, technique or process, that:

  • a. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
  • b. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.