Illinois Non-Disclosure Agreement (NDA) Template

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Updated May 17, 2022

An Illinois non-disclosure agreement is a contract between two (2) parties that obligates them to safeguard proprietary and Confidential Information, often referred to as Trade Secrets. Confidential Information can be described as any non-public data which, if released to the company’s competitors, would be detrimental or damaging to the individual or organization. A non-disclosure agreement (or NDA) can be used to prevent a single party from divulging information thus protecting the sole owner of the information (this agreement type is called a Unilateral). Alternatively, both parties can be bound to secrecy and neither can breach the contract without facing consequences (a Mutual Agreement).

Laws – (765 ILCS 1065/) Illinois Trade Secrets Act

“Trade Secret” Definition

“Trade secret” means information, including but not limited to, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, or list of actual or potential customers or suppliers, that:

(1) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and

(2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality.