Fillable Form California Non-Disclosure Agreement

What is the California Non-Disclosure Agreement?

The California Non-Disclosure Agreement, also referred to as California NDA or California confidentiality agreement, is a legal document where the employee or the Recipient is given a limitation on which information by the Company may be used.

You may download a PDF copy of the California Non-Disclosure Agreement Template from websites that offer document templates. But you may electronically fill it out on PDFRun for your convenience.

How to fill out the California Non-Disclosure Agreement?

Enter all necessary information in the California Non-Disclosure Agreement PDF. Make sure that everything you provide is true, accurate, and correct.

Date

Enter the date the Agreement is made and entered into.

Company

Enter the name of the company.

Street Address

Enter the company’s street address.

State

Enter the company’s state.

ZIP Code

Enter the company’s ZIP Code.

Recipient

Enter the name of the recipient.

Street Address

Enter the recipients’ street address.

State

Enter the recipient’s state.

ZIP Code

Enter the recipient’s ZIP Code.

1. Confidential Information

This section states that Confidential Information shall include documents, records, models, drawings, and other business information relating to the Company’s business, assets, operations, or contracts, furnished to the Recipients or its affiliates, employees, officers, owners, agents, consults or representatives in the court of their work contemplated in this Agreement.

2. Form of Disclosure

This section states that the Confidential Information may be done orally, visually, by demonstration, or in some other form not permanently recorded. It shall also be considered Confidential Information regardless of whether such has been expressly designated as confidential or proprietary.

3. Period of Confidentiality and Non-Use

This section states that the Recipient shall maintain in strict confidence for five years from the Effective Date and not disclose any Confidential Information it receives from the Company to any third party or use the Confidential Information for its own or any other party’s benefit.

4. Exclusions

This section states information that is not deemed Confidential Information:

• Information was known in possession of and documented by the Recipient through no wrongful act of the Recipient before the Company discloses such information to the Recipient;
• Information becomes publicly known through no wrongful act of Recipient or no breach of any obligation to the Company;
• Information rightfully received from a third party who is not subject to restrictions on the use and disclosure of such information in favor of the Company; or
• Information is approved for release by written authorization from the Company, provided that it shall be conclusively presumed that the said information was not previously in the Recipient’s knowledge and possession or received from a third party.

5. Disclosures Required by Law

This section states that when the Recipient is requested or required by a government or court order or similar process to disclose any Confidential Information supplied to it by Company, it shall provide the Company with prompt notice of such request so that the Company may seek an appropriate protective order or waive Recipient’s compliance with the provisions of this Agreement.

6. Indemnification

This section states that the Recipient shall reimburse, indemnify and hold harmless the Company from any damage, loss, or expense incurred by the Company as a result of or in connection with the use or disclosure of the Confidential Information.

7. No Public Comment

This section states that the Recipient shall not directly or indirectly make any public comments or communications regarding the Confidential Information without the prior consent of the Company.

8. Notice of Unauthorized Use or Disclosure

This section states that the Recipient shall notify Company immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement.

9. Ownership and Return of Confidential Information

This section states that all Confidential Information shall be and remain the property of the Company.

10. No License

This section states that nothing in this Agreement shall be construed as granting or conferring to the Recipient any rights or licenses in or to any Confidential Information disclosed by the Company to the Recipient as a result of this Agreement.

11. Survival

This section states that the Recipient’s obligations of non-disclosure under the terms of the Agreement shall survive until all Confidential Information has been returned to the Company or the destruction thereof has been certified to the Company in writing.

12. Relationship

This section states that this Agreement shall not be construed as a joint venture, pooling arrangement, partnership, teaming effort, or agency arrangement.

13. No Waiver

This section states that neither party waives any rights in invention or development lawfully possessed by it at the time of signing the Non-Disclosure Agreement in California.

14. Binding Agreement

This section states that this Agreement shall be binding upon the Recipient and its subsidiaries, successors, assigns, legal representatives, and all corporations controlling Recipient or controlled by Recipient and shall inure to the benefit of Company and its subsidiaries.

15. Injunctive Relief

This section states that the Recipient understands and agrees that any use or dissemination of Confidential Information in violation of this Agreement will cause the Company irreparable harm, and the latter shall be entitled to injunctive relief as may be deemed proper by a court.

16. Prevailing Party

This section states that if either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and expenses.

17. Governing Law

This section states that the CA Non-Disclosure Agreement shall be governed by the laws of the State of California.

18. Assignment

This section states that the Recipient may not assign this Agreement without the written consent of the Company.

19. Entire Agreement

This section states that this Agreement contains the entire understanding between the parties relative to the protection of Confidential Information and supersedes all prior and collateral understanding between the parties in respect thereto.

20. Severability

This section states that if a court makes a final determination that any provision of this Agreement is invalid, illegal, or unenforceable, and all rights to appeal have been exhausted, the remaining provisions shall not in any way be affected or impaired.

21. Headings

This section states that the headings in this Agreement are for reference purposes only and shall not affect or limit the meaning of the provisions.

22. Counterparts

This section states that the Agreement may be executed in one or more counterparts, including signing a facsimile copy. Each counterpart shall be deemed original, and all counterparts together shall constitute the same instrument.

Recipient:

Recipient’s Signature

Have the recipient affix their signature.

Date

Enter the date.

Print Name

Enter the full legal name of the recipient.

Company:

Representative’s Signature

Have the representative affix their signature.

Date

Enter the date.

Print Name

Enter the full legal name of the representative.

Frequently Asked Questions Aboutthe California Non-Disclosure Agreement

Are NDAs legal in California?

Yes, NDAs are legal in California. However, there are certain conditions that must be met in order for an NDA to be legally binding. For example, the NDA must be in writing and signed by both parties. Additionally, the NDA must clearly state the confidential information that is being protected and the consequences of sharing that information with others.

Here are the requirements for a legally binding NDA in California:

• The NDA must be in writing and signed by both parties — This would include an email exchange between the parties in which both parties agree to the NDA terms.
• The NDA must clearly state the confidential information that is being protected — This means specifying what information is considered confidential and cannot be shared with others.
• The consequences of sharing confidential information must be stated in the NDA — This could include financial penalties or legal action if the information is shared without authorization.
• The NDA must be dated — This helps to establish when the agreement was made and the timeframe in which the confidential information must remain protected.
• The NDA should be reviewed by a lawyer — While not required, it is always a good idea to have an attorney review any legal agreement before signing it. This will ensure that the NDA is legally binding and protect your interests.

These are the basic requirements for a legally binding NDA in California. However, it is always best to consult with an attorney to discuss your specific situation and ensure that your NDA is valid and enforceable.

How long can an NDA last in California?

There is no definitive answer to this question since it can depend on the specific circumstances of each case. However, in general, non-disclosure agreements in California are typically valid for a period of two to five years. After this time frame expires, the parties involved are free to disclose any information that was previously covered by the NDA.

Determine in the NDA the time period in which the information must remain confidential. If no time period is designated, then the term of the agreement is two years from the date on which it was signed by both parties. The agreement may be renewed for additional periods of two years if both parties agree to do so in writing.

If you are considering signing an NDA, it is important to consult with an experienced attorney beforehand to ensure that you understand your rights and obligations under the agreement. An experienced attorney can also help you negotiate more favorable terms, if necessary.

Do non-disclosure agreements hold up in court?

There is no definite answer to this question as it depends on the specific circumstances of each case. However, in general, courts will give more weight to an agreement that is clear and unambiguous and has been carefully negotiated by both parties. Furthermore, if the parties have reached a settlement agreement, the court is likely to enforce that agreement.

Some situations in which a court might not enforce a non-disclosure agreement include:

• If the agreement is too vague or broad, the court may find that it is unenforceable.
• If one party can show that they did not have the opportunity to negotiate the terms of the agreement, the court may find that it is unenforceable.
• If one party can show that they were coerced into signing the agreement, the court may find that it is unenforceable.
• If the agreement violates public policy, the court may find that it is unenforceable.

While there is no guarantee that a non-disclosure agreement will be enforced by a court, carefully drafting and negotiating the agreement can increase the chances that it will be upheld. Additionally, seeking the advice of an experienced attorney can help ensure that your agreement is properly drafted and stands a better chance of being enforced by a court.

What are the three types of non-disclosure?

There are three types of non-disclosure:

• Unilateral NDAs — This type of NDA is typically used when only one party is disclosing confidential information. The other party agrees not to disclose the information to anyone else. You may need a unilateral NDA during business negotiations and to protect relationships between an employer and employee.
• Bilateral NDAs — A bilateral NDA is used when both parties are disclosing confidential information. Both parties agree not to disclose the information to anyone else. Bilateral NDAs are often used in business relationships where both parties are seeking to gain an advantage from the sharing of information, such as in joint venture agreements.
• Multilateral NDAs — Multilateral NDAs are used when three or more parties are disclosing confidential information. All parties agree not to disclose the information to anyone else. Multilateral NDAs are often used in business relationships where all parties are seeking to gain an advantage from the sharing of information, such as in research and development agreements.

These are the three types of non-disclosure agreements. Each has its own benefits and drawbacks, so it is important to choose the right one for your situation. If you are not sure which type of NDA is right for you, you should consult with an experienced attorney who can advise you on the best course of action.

Are confidentiality agreements enforceable in California?

The answer to this question depends on the specific facts and circumstances of each case. In general, however, confidentiality agreements are enforceable in California if they are properly executed and contain reasonable terms.

To properly execute a confidentiality agreement, both parties must sign the agreement. The agreement should also specify the duration of the confidential relationship, the information that is to be kept confidential, and the consequences for breaching the agreement.

Confidentiality agreements are often used in business settings, where one party may have access to sensitive information, such as trade secrets or proprietary information. By signing a confidentiality agreement, the party agrees to keep the information confidential (the "receiving party") is legally bound to do so. This protects the disclosing party (the "providing party") from having its valuable information revealed without permission.

If a confidentiality agreement is breached, the damages will depend on the harm caused by the breach. If the information disclosed is not particularly valuable or sensitive, the damages may be limited to the actual damages suffered by the disclosing party. If, however, the information is highly valuable or sensitive, the disclosing party may be entitled to punitive damages and/or injunctive relief.

If you have questions about whether a confidentiality agreement is enforceable in your specific situation, you should consult with an experienced California business attorney.

Can you get fired for not signing an NDA?

There are a few circumstances where you could get fired for not signing an NDA, but generally speaking, your employer would need to have a good reason for doing so.

If you're refusing to sign an NDA because you feel like it's unethical or you don't agree with the terms, then your employer might see this as a breach of trust. Alternatively, if you work in a role where trade secrets or other confidential information is regularly shared, then your employer might require you to sign an NDA in order to protect their interests. In either case, getting fired for not signing an NDA would likely be considered a form of wrongful termination.

If you're not comfortable signing an NDA, you should talk to your employer about your concerns. They may be willing to work with you to find a solution that works for both of you. For example, they may be willing to let you sign a less restrictive agreement or they may be willing to provide more information about what the NDA would cover. Ultimately, it's up to your employer whether or not they're willing to accommodate your request, but it's worth having a conversation about it.

How long is an NDA enforceable?

There is no definitive answer to this question as the enforceability of an NDA will depend on the specific terms and conditions set out in the agreement. However, in general, an NDA will remain in force for as long as is necessary to protect the confidential information disclosed. This could be for a period of years, or even indefinitely if the information is particularly sensitive. If you are concerned about the enforceability of your NDA, you should seek legal advice from a qualified lawyer.

What happens when an NDA expires?

If an NDA expires, the parties are no longer bound by the agreement and can freely share the information that was covered by the NDA. However, it is important to note that the expiration of an NDA does not erase any obligations that may have been created during the term of the NDA, such as a duty to keep certain information confidential. For example, if trade secrets or other proprietary information were disclosed during the term of the NDA, those secrets may still be protected even after the NDA expires. Therefore, it is advisable to consult with an attorney before disclosing any information covered by an expired NDA.

What can invalidate an NDA?

There are a few things that can invalidate an NDA, such as:

• If the information disclosed is already public knowledge
• If the information is widely known within the industry or company before it is disclosed
• If the recipient of the information discloses it to others without authorization
• If the recipient of the information uses it for personal gain or advantage.

These are just a few examples, so be sure to consult with a legal professional to see if there are any other circumstances that could invalidate your NDA.

What do I need to know before signing an NDA?

Before signing an NDA, you should know the following:

• What information is being protected? Make sure you understand what information the NDA is designed to protect.
• How long will the NDA last? Some NDAs have a limited duration, while others may last indefinitely.
• Are there any exceptions to the NDA? For example, some NDAs may allow you to disclose protected information if it is required by law or court order.
• What are the consequences of breaching the NDA? Be sure to understand the consequences of breach, which may include damages, injunctions, and criminal penalties.
• Do you have the right to terminate the NDA? In some cases, you may have the right to terminate an NDA early.
• What laws govern the NDA? Be sure to review the governing law and jurisdiction provisions to ensure that the NDA is enforceable in your jurisdiction.
• Who will be enforcing the NDA? In some cases, an individual or company may be designated to enforce the NDA.
• What dispute resolution procedures are in place? Be sure to review the dispute resolution provisions to understand how any disputes will be handled.
• What are the cost implications of signing the NDA? Be sure to consider the costs associated with enforcing or breaching the NDA.
• Have you sought legal advice? Before signing an NDA, you should always seek legal advice to ensure that you understand your rights and obligations under the agreement.

Make sure to read and understand an NDA before signing it. An NDA is a legal agreement that can have serious consequences if breached, so it is important to make sure that you know what you are agreeing to. If you have any questions about an NDA, be sure to seek legal advice before signing.

Does a subpoena override an NDA?

A subpoena is a legal document that requires a person to appear in court or to provide documents to a court. An NDA is a contract between two parties that typically includes provisions regarding confidentiality. If the terms of an NDA conflict with a subpoena, the subpoena generally takes precedence.

Particularly, if you are subpoenaed to testify in a criminal case, you may be required to disclose information that is covered by an NDA. In such a situation, you would likely need to seek a waiver of the NDA from the other party or parties to the agreement before testifying. If you cannot obtain a waiver, you may still be able to testify without disclosing confidential information.

It is also worth noting that, even if an NDA does not conflict with a subpoena, you may still be legally obligated to keep the information confidential. Violating an NDA can result in civil liability, even if there is no criminal penalty. So, if you are subpoenaed to testify or provide documents, you should consult with an attorney to determine what information you may be required to disclose.

What should be included in a non-disclosure agreement?

There are a few key elements that should be included in any non-disclosure agreement, such as:

• The parties involved — This should include the names of the individual or company disclosing the information (the "Disclosing Party"), and the individual or company receiving the information (the "Receiving Party").
• A description of the confidential information — This should be specific enough to identify the types of information being protected, but not so specific that it excludes other important information.
• The purpose of the agreement — This will help to define what activities are permitted with confidential information, and what activities are not permitted.
• The duration of the agreement — This will determine how long the Receiving Party is required to keep the information confidential.
• The consequences of the breach — This will outline the legal penalties that may be imposed if the terms of the agreement are violated.

It's also important to note that a non-disclosure agreement should be signed by both parties, and each party should retain a copy of the agreement for their records.

When should a non-disclosure agreement be signed?

A non-disclosure agreement (NDA) is a contract used to protect confidential information from being disclosed. Confidential information may include trade secrets, proprietary information, or other sensitive business information. NDAs are typically signed when two businesses are considering entering into a partnership or working together on a project.

There are many situations where an NDA may be appropriate. For example, if you are sharing confidential information with a potential business partner, you will want to have them sign an NDA to protect your interests. Similarly, if you are working with a contractor on a project, you may want them to sign an NDA to ensure that they do not disclose any confidential information about the project.

It is important to note that NDAs only protect confidential information that is properly marked as such. Information that is publicly available or that is independently developed by the other party is not protected by an NDA. Additionally, NDAs cannot be used to prevent someone from disclosing illegal activities.

If you are considering sharing confidential information with another party, you should consult with an attorney to determine whether an NDA is appropriate in your situation. An experienced attorney can help you draft an NDA that will protect your interests and ensure that confidential information is properly safeguarded.

What is the difference between a non-disclosure and confidentiality agreement?

These two types of agreements are often used interchangeably, but there are some differences between them.

A Non-Disclosure Agreement (NDA) is typically used when one party wants to share confidential information with another party but does not want that information to be disclosed to anyone else. The NDA will protect confidential information from being disclosed to third parties.

A Confidentiality Agreement (CA) is typically used when two parties want to keep their relationship confidential. The CA will protect the confidentiality of the relationship between the two parties.

Both NDAs and CAs can be either written or oral contracts. However, it is generally advisable to have a written agreement in order to avoid any misunderstandings about the terms of the agreement. Additionally, a written agreement can be enforced more easily than an oral agreement.

Related Articles:

• Are Non-Disclosure Agreements Enforceable in California?
• Non-Disclosure Agreements (NDAs): Everything You Need to Know
• 4 things you should know about non-disclosure agreements
• Everything You Wanted to Know About NDAs but Were Afraid to Disclose: When and why you need nondisclosure agreements and how to execute them