A Michigan Non-Disclosure Agreement (NDA) is a legally binding contract that protects confidential business information. It sets terms between a company and a recipient, allowing for legal action if the recipient unauthorizedly discloses protected information, such as marketing strategies or patent applications.

Governing Laws: Chapter 445 (§ 445.1901 through § 445.1910)
Statute of Limitation: A plaintiff has three years from when they discover the misappropriation to sue the defendant (§ 445.1907).
Definition of Trade Secret (§ 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.

Are NDAs Enforceable in Michigan?

Yes, NDAs are enforceable in Michigan. If a breach occurs, the disclosing party can recover damages for the actual loss caused by the misappropriation and any unjust enrichment that was not accounted for in the calculation of actual loss.