Download Delaware Non-Disclosure Agreement Template [PDF]

The Delaware non-disclosure agreement (NDA), or confidential disclosure agreement, is a legal document signed between two or more parties that guarantees that the confidential information shared between them won’t be made available to any third party without the previous authorization of the parties involved.

What is a Trade Secret in Delaware?

In Delaware, a trade secret is proprietary information that is crucial to the success or operation of a certain business, is not known by the general public, and, therefore, is kept confidential.

Types of Non-Disclosure Agreements

The two main types of non-disclosure agreement forms are unilateral and mutual NDAs. This differentiation is made based on which of the parties signing the NDA takes on the obligation of keeping the shared information confidential.

The unilateral NDA obliges only one party to keep the shared information confidential, while the mutual NDA forms such an obligation for all the parties signing the document.

Legal Requirements for Delaware Non-Disclosure Agreement

Here, you can see the state requirements for the non-disclosure agreement template in Delaware:

Mandatory Requirements

Statutes: § 2001 to 2009
Definitions: § 2001
Statute of limitations: An action for misappropriation must be brought within three years after the misappropriation is discovered. (§ 2006)

What Can a Non-Disclosure Agreement Be Used For in Delaware?

The Delaware non-disclosure agreement can be used in various situations, depending on the type of information the parties want to protect, the level of confidentiality of the protected information, and more.

Here are some of the most common situations in which the parties choose to use the NDA:

NDA Uses and Scopes in Delaware

Protection of business information: The parties create this type of NDA to protect business and trade secrets during their interaction with business partners, suppliers, vendors, and others.
Protection of information during employment: The business entities choose to issue an NDA to protect the confidential information their employees have access to during their employment period. This document is usually signed together with the employment agreement.
Protection of information during research collaborations: The parties can use this type of NDA to protect the information during the research process as well as the research results.
Protection of information after the litigation: Used to protect the details of the litigation settlement agreement made between the parties involved in the litigation.

Delaware Non-Disclosure Agreement FAQ

Yes, the NDA is a legally binding document in Delaware. It becomes legally binding once all of the parties taking on the obligation of keeping certain information confidential sign the document.
No, the Delaware NDA doesn’t need to be signed in front of witnesses. However, the parties can always decide to include the witness signatures in the document to provide additional authentication.
Yes, you can decline to sign the NDA in Delaware. However, before doing so, you should carefully consider the consequences this action might have in terms of the relationship between you and the party issuing the NDA.