A Maryland non-disclosure agreement (NDA) is a contract drafted by an entity (disclosing party) with the intent on protecting their trade secrets from being wrongfully disclosed by the individual with which they are sharing confidential information (receiving party). Typically, an NDA is used on employees who will be made privy to confidential and proprietary information during their employment. It is in their employer’s best interests to keep this information a secret, as it provides an advantage in their industry and could be damaging to their company if the information falls into the wrong hands. Once the agreement is signed, the receiving party is bound by the terms and conditions therein until the information is no longer considered a trade secret or the agreement is terminated. The receiving party’s failure to adhere to the terms of the agreement could result in legal action in a Maryland court of law.
Laws – § 11-1201 et. seq.
Misappropriation (defined under § 11-1201) – Disclosing party is entitled to recover damages (actual loss and/or unjust enrichment) for misappropriation, including reasonable attorney’s fees (§ 11-1203).
Trade Secret Definition (§ 11-1201) – information that 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 is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.