A South Carolina Non-Disclosure Agreement is a legal document that protects confidential information from being disclosed to unauthorized parties. It is governed by the state’s Uniform Trade Secrets Act, which defines what constitutes a trade secret and outlines the legal requirements for non-disclosure. The Act provides remedies for any violations of the NDA, including injunctive relief, damages, and attorneys’ fees.
An NDA’s purpose is to establish confidentiality terms and conditions, outlining the consequences of any breaches. They are crucial in business and trade, as they help preserve the value of trade secrets, such as internal practices, client data, and product prototypes.
Trade Secret Laws
UTSA Version Adopted: 1985
Misappropriation (SC Code § 39-8-40 and § 39-8-80): Misappropriation damages may include loss and unjust enrichment. Bad faith misappropriation may result in attorney fee awards for the prevailing party.
Statute of Limitation (§ 39-8-70): The plaintiff has three years to initiate legal action after discovering a misappropriation.
Trade Secret Definition (§ 39-8-20(5)):
“Trade secret” means:
(a) information including, but not limited to, a formula, pattern, compilation, program, device, method, technique, product, system, or process, design, prototype, procedure, or code that:
(i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by the public or any other person who can obtain economic value from its disclosure or use, and
(ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
(b) A trade secret may consist of a simple fact, item, or procedure, or a series or sequence of items or procedures which, although individually could be perceived as relatively minor or simple, collectively can make a substantial difference in the efficiency of a process or the production of a product, or may be the basis of a marketing or commercial strategy. The collective effect of the items and procedures must be considered in any analysis of whether a trade secret exists and not the general knowledge of each individual item or procedure.