The North Carolina non-disclosure agreement (NDA) is a legal agreement made between two (2) parties in which the receiving party agrees to maintain the secrecy of any confidential business information that they receive from the disclosing party. Trade secrets are defined as confidential information or processes that can independently derive economic value. It should be noted that any information that is already known to the receiving party, or that which is public knowledge, is not legally considered a trade secret. In the event that an NDA’s terms are broken and the case is brought to court, the claimant is liable to be awarded damages for personal economic loss or the unjust enrichment of a competitor.
Misappropriation (§ 66-154(2)) – When an NDA is breached by the receiving party, the disclosing party is entitled to recover damages equal to the amount of their financial loss or the amount of money that the offending party unjustly earned, whichever is greater. In cases of bad faith and malicious misappropriation, the court may award additional punitive damages and attorney fees to the prevailing party.
Trade Secret Definition (§ 66-152(3)) – “Trade secret” means business or technical information, including but not limited to a formula, pattern, program, device, a compilation of information, 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.