Washington Non-Disclosure Agreement (NDA) Template

This Washington Non-Disclosure Agreement governs a confidential agreement between the two parties, which can be a vendor or service provider, an investor, or another business partner.

You can edit the Washington template for an NDA to suit your specific requirements and download it in Word or PDF format․ You can also use the template to create a stand-alone NDA or a related non-disclosure agreement that goes with other commercial documents, e.g. independent contractor agreements, joint venture, or purchase and sale agreements.

Washington NDA Reference Laws and Regulations

Washington courts consider NDAs to fall into both general contract law and trade secret law, and thus enforce them according to general principles of clarity, legitimate interest, and reasonableness․

Key laws applicable in Washington:

• Washington Uniform Trade Secrets Act (UWTSA) – RCW Chapter 19.108
• Washington’s Silenced No More Act – RCW 49.44.211: An NDA cannot be used to keep employees or contractors from disclosing conduct they believe to be illegal. This includes discrimination, harassment, retaliation, and wage violations․

Overall, Washington is stricter than many states when it comes to employee speech. If you hire employees, and you have concerns about workplace disclosures and post-employment obligations, consider using an Employee Confidentiality/NDA template․

How You Can Customize Your Washington NDA Template

When you are ready to finalize your Washington Non-Disclosure Agreement template, you are going to want to customize it to meet the unique requirements of your transaction․

• Confidential information may include business plans, trade secrets, technical data, projections and forecasts, client lists, prototypes, and marketing and operational plans․
• Your NDA can be one-way (unilateral) or mutual NDA, so choose the right form
• Name your purpose for which you are providing the confidential information and how the receiving party may use it (e.g., evaluating a partnership, performing services, negotiating an acquisition).
• Set an appropriate duration․ In Washington, trade secrets can be protected indefinitely as long as they remain secret. However, durations should be reasonable; for example, one-off deal or transaction, or negotiation, may be protected for 1, 2 years whereas other confidential information is protected for 2 to 5 years․
• Make sure that the agreement is governed by Washington law․

Sign the Washington Non-Disclosure Agreement using an electronic signature ‌tool․ Washington allows electronic signatures for a binding confidentiality agreement․

Important Note

With this Washington NDA template, you can quickly and easily draft a Washington-compliant confidentiality agreement, edit it online, and download it as a Word or PDF document for ‌use in business transactions in Washington. For complex deals, high-value intellectual property, or industry-specific regulatory matters, consult a Washington-licensed attorney before finalizing your agreement․