An Ohio Non-Disclosure Agreement safeguards sensitive information shared with parties like employees, consultants, and contractors. It is governed by the Ohio Uniform Trade Secrets Act (OUTSA), which mandates that the NDA identifies the trade secrets being protected and the duration of the agreement. Injunctive relief and damages for any breach are allowed under the act.

Governing Laws: ORC §§ 1333.61 – 1333.69.
Statute of Limitation: If the plaintiff discovers any misappropriation, they have a period of four years to file a lawsuit against the defendant (§ 1333.66).
Trade Secret Definition (§ 1333.61(D)):

“Trade secret” means information, including the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, or improvement, or any business information or plans, financial information, or listing of names, addresses, or telephone numbers, that satisfies both of the following:

(1) It 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.

(2) It is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Are NDAs Enforceable in Ohio?

Yes. NDAs are enforceable in Ohio if they are reasonable in terms of duration and scope. The NDA must clearly outline what information is confidential and should only restrict disclosure for a reasonable time period. Courts in Ohio will enforce NDAs as long as they protect legitimate business interests without being overly restrictive or unfair.