A Missouri Non-Disclosure Agreement (NDA) is a contract that ensures confidentiality between a disclosing entity and a recipient regarding sensitive information. The recipient agrees not to share this information with third parties. This agreement is essential for situations like hiring new employees or business mergers, with breaches potentially leading to compensatory damages.
Missouri NDA Laws Overview
- Governing Laws: Title XXVI, Chapter 417 – Uniform Trade Secrets Act
- Statute of Limitation: A plaintiff must bring a case of misappropriation to court within five years of its initial discovery (§ 417.461).
- Definition of Trade Secret (§ 417.453(4)):
“Trade secret”, information, including but not limited to, technical or nontechnical data, a formula, pattern, compilation, program, device, 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.
Are NDAs Enforceable in Missouri?
Yes, non-disclosure agreements are permitted in Missouri, and parties can voluntarily enter into them without state law restrictions. However, an NDA may be unenforceable if it includes ambiguous language.
In the event of a breach, the disclosing party can pursue compensatory and potentially punitive damages for any financial losses caused by the breach, especially if it involves reckless indifference or malicious intent.
