Download Virginia Non-Disclosure Agreement Template [PDF]

The Virginia non-disclosure agreement (NDA), or confidential disclosure agreement, is a legal document that sets the terms and conditions for confidential information sharing between the parties. It also forms an obligation for the parties not to share confidential information with any unauthorized third party.

What is a Trade Secret in Virginia?

A trade secret in Virginia is confidential business information, providing details on the organization, structure, operation, and other details about a certain business entity that are not publicly known and are kept confidential as its competitive advantage on the market.

Types of Non-Disclosure Agreements

In Virginia, there are two types of non-disclosure agreement forms, based on which party accepts the obligation of keeping the shared information confidential.

Therefore, we make the difference between:

Two Types of Non-Disclosure Agreements

Unilateral NDA: Here, only the party signing the NDA takes on the confidentiality obligation. This type is mostly used by companies that want to protect the confidential information their employees get access to during the employment period.
Mutual NDA: Here, all the parties to the NDA accept the confidentiality obligation. Used in situations where all the parties share certain sensitive information in their communication with the other parties.

Legal Requirements for Virginia Non-Disclosure Agreement

In this section, you can find the state regulations for the Virginia non-disclosure agreement template:

Mandatory Requirements

Statutes: § 59.1-336 to 59.1-343
Definitions: § 59.1-336
Statute of limitations: An action for misappropriation shall be brought within three years after the misappropriation is discovered. (§ 59.1-340)

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

In Virginia, the non-disclosure agreement can be used in various situations, depending on what type of information needs to be protected.

Therefore, this section will outline the most common reasons for issuing the NDA:

NDA Uses and Scopes

Protection of business and trade secrets: Businesses use the NDA to protect the confidential information they are sharing with third parties during their business interactions.
Protection of information after litigation: The parties can use the NDA to keep confidential the details of their litigation settlement agreement:
Protection of information during research collaborations: The research organizations use the NDA to protect the findings of their research.
Protection of information during employment: Employers can use the NDA to protect the confidential information their employees get access to during their employment. Therefore, the NDA is often signed along with the employment agreement.

Virginia Non-Disclosure Agreement FAQ

Yes, the NDA is a legally binding document in Virginia. However, all the parties signing it must have legal capacity. Otherwise, the document won’t be binding for them.
No, the Virginia NDA doesn’t need to be signed in front of a witness to be valid. However, the parties can always decide to include the witness signatures to additionally confirm the authenticity of the document.
Yes, you can decline to sign the NDA in Virginia. However, before declining to sign, you should keep in mind that this action might have a potential negative impact on the relationship between you and the party issuing the NDA.