The Illinois non-disclosure agreement (NDA) relays the terms of a relationship between an employer that is disclosing sensitive company information and an employee that is the recipient of said information. Employees that sign the NDA agree to refrain from disclosing proprietary business information that can be described as both confidential and commercially valuable (e.g., manufacturing procedures, cooking recipes, client leads). After the agreement is made, the employee must maintain secrecy to avoid punitive measures taken by the employer. The agreement will remain effective for as long as the confidential information is considered a trade secret or until the employee receives written notice releasing them from the contract.
Misappropriation (765 ILCS 1065/2(b)) – Employers are entitled to recover the damages they accrued as a result of the misappropriation (765 ILCS 1065/4). Reasonable legal fees may also be awarded to the employer if the misappropriation was made in bad faith or with willful and malicious intent (765 ILCS 1065/5).
Trade Secret Definition (765 ILCS 1065/2(d)) – “Trade secret” means information, including but not limited to, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, or list of actual or potential customers or suppliers, that:
- (1) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and
- (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality.