STANDARD NDA TRIO PACK
Delaware Jurisdictional Version
VARIANT 1 – MUTUAL NON-DISCLOSURE AGREEMENT
1. Confidential Information
Trade Secrets protected under Delaware Uniform Trade Secrets Act (6 Del. C. Section 2001 et seq.).
2-5. [Standard provisions]
6. General Provisions
Governing Law: Delaware. Venue: Court of Chancery of the State of Delaware or U.S. District Court for the District of Delaware.
Jury Waiver. EACH PARTY WAIVES TRIAL BY JURY.
Electronic Signatures. Valid per 6 Del. C. Section 12A-101 et seq.
VARIANT 2 – UNILATERAL NON-DISCLOSURE AGREEMENT
[Standard provisions with Delaware references]
VARIANT 3 – EMPLOYEE NDA WITH INVENTION ASSIGNMENT
Delaware-Specific Provisions
Non-Compete Law (19 Del. C. Section 711)
Delaware enforces reasonable non-compete agreements:
- Must be ancillary to employment
- Reasonable in scope, duration, and geography
- Must protect legitimate business interests
Invention Assignment (19 Del. C. Section 805)
Delaware has a specific invention assignment statute:
- Cannot require assignment of inventions developed entirely on employee's own time without employer resources
- Exception: inventions that relate to employer's business or result from work for employer
DELAWARE STATUTORY NOTICE (19 Del. C. Section 805):
This Agreement does not require assignment of inventions developed entirely on Employee's own time without using Company equipment, supplies, or trade secret information, except for inventions that: (1) relate to Company's business or demonstrably anticipated R&D; or (2) result from work performed for Company.
APPENDIX: DELAWARE-SPECIFIC CONSIDERATIONS
Delaware Uniform Trade Secrets Act:
- Statutory protection for trade secrets
- Injunctive relief and damages
- Three-year statute of limitations
Delaware Non-Compete Enforceability:
- Generally enforceable if reasonable
- Must protect legitimate business interests
Delaware Invention Assignment Statute (19 Del. C. Section 805):
- Limits on invention assignment agreements
- Cannot require assignment of off-duty inventions unrelated to business
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