A Michigan non-disclosure agreement (NDA) is a contract employed to safeguard a business entity’s confidential information and trade secrets. This agreement establishes a binding commitment between the company (the disclosing party) and an individual or entity (the receiving party).
An NDA functions as a legal resource in case the receiving party reveals information in an unauthorized manner. The affected party can seek damages for the losses incurred due to the misappropriation of their proprietary information, such as marketing strategies, business operations, methodologies, and patent applications.
Trade Secret Laws
Chapter 445 (§ 445.1901 through § 445.1910)
UTSA Version Adopted: 1985
Misappropriation (§ 445.1904): A complainant can recover damages from misappropriation, including the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that wasn’t accounted for when calculating the actual loss.
Statute of Limitation (§ 445.1907): A plaintiff has three years from when they discover the misappropriation to sue the defendant.
Trade Secret Definition (§ 445.1902(a)):
“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.
