A Michigan non-disclosure agreement (NDA) is a document that binds an individual (receiving party) to confidentiality regarding a business entity’s (disclosing party) trade secrets. An NDA is usually presented to an employee before starting a position at a company, and ensures that all trade secrets and confidential information that the employee will learn during their employment will not be disclosed to any third party. The terms and conditions of the agreement will outline what is and what isn’t confidential information, the obligations of the receiving party, and the time period of non-disclosure. Typically, the receiving party is prohibited from using or disclosing confidential information until the information no longer constitutes a trade secret or disclosing party releases the receiving party (in writing) from the agreement. Any breach of contract may result in punitive action in a Michigan court of law, which can lead to damages awarded to the injured party.
Laws – § 445 (1901-1910)
Trade Secret Definition (§ 445.1902) – “Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that is both of the following:
(i) 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.
(ii) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.