When engaging in business activities, non-disclosure agreements (NDAs) can be particularly important for protecting confidential information and trade secrets. In the State of Chicago, NDAs are subject to stringent regulation and comes with a variety of nuances. Without an understanding of local regulations, companies can accidentally run afoul of the law. Fortunately, UpCounsel’s network of experienced lawyers can help local businesses negotiate the complexities of NDAs while protecting their intellectual property.

What Is a Non-Disclosure Agreement?

A NDA is a legally binding written document between two or more parties for exchanging confidential information, but without any physical or tangible exchange of goods, services, or money. It also serves as a contract that committing both parties to protecting the confidentiality of the confidential information. NDAs can be customized to suit the specific needs of the two parties involved, or used in the same basic form. VSAs may also be used for a variety of purposes, including trade secrets, intellectual property, business plans, customer development plans and much more.

What Should be Included in an NDA?

When creating a NDA, there are several general provisions that should go into any agreement, including:

• A definition of “confidential information”

• A list of the parties to the NDA

• An explanation of the purpose for which the NDA is created

• A list of exceptions to the assignment of confidential information

• A term or period when the NDA is in effect

• A definition of damages in the event of breach

• A clause for termination

• An agreement about governing law

Important NDA Rules in Chicago

Before implementing an NDA in the state of Chicago, there are certain rules and regulations that should be considered so as to ensure compliance with the law. These laws can vary from locality to locality, so it is important to understand the rules in your particular jurisdiction.

In Chicago, NDAs are subject to the Illinois Trade Secrets Act. This means that NDAs must adhere to the law and cannot contain any language that suggests the parties intend to trade in secret information. Additionally, the parties to the NDA must have a legitimate need to enter into such an agreement, i.e. a business relationship to which the encouraging party has access to secret information.

Furthermore, NDAs that are created in Illinois must adhere to the Illinois Uniform Trade Secrets Act. This act states that any agreement for protection of trade secrets must clearly explain the scope of disclosure, designate the time period during which disclosures must be kept confidential, and specify the way and manner in which confidential information is to be used. NDAs must be in writing and signed by the parties involved, and NDAs that violate the Illinois Uniform Trade Secrets Act are void and unenforceable.

Exploiting the Benefits of UpCounsel

Navigating the maze of NDA regulations in Chicago is essential for business success. UpCounsel uniquely positions itself as an advocate to those seeking the guidance of top notch business attorneys. Rather than wasting precious business hours scouring the internet for suitable legal professionals, UpCounsel’s network of pre-vetted lawyers entices business owners to get instantly connected with experienced business attorneys.

Whether you need a one-time consult or an entire freelance legal team, UpCounsel will help you establish and maintain a high-functioning legal infrastructure. From Fortune 500 companies to small business owners, UpCounsel puts you in contact with knowledgeable attorneys from some of the most well-regarded firms across the nation. With UpCounsel, you can choose an attorney with the right balance of expertise and cost-sensitivity to serve your NDA needs.

On top of the aforementioned, UpCounsel also offers lawyers’ verified ratings and reviews from past clients so you can make an informed decision. From drafting NDAs to enforcing them in court, UpCounsel’s legal network can provide local businesses with the know-how necessary to succeed.


Non-disclosure Agreements (NDAs),


Chicago regulations and laws.