Non-disclosure agreements (NDAs) play an important role in protecting your Ohio business’s confidential information. You rely on them to prevent employees, partners, or vendors from sharing sensitive data. But what happens when someone breaches an NDA under Ohio law? You need clarity on how enforcement works so you can protect your interests effectively.
What makes an NDA enforceable in Ohio?
To enforce an NDA, the agreement must be clear, reasonable, and supported by consideration—meaning both sides get something of value. Ohio courts examine whether the agreement protects a legitimate business interest without placing an unfair burden on the party signing it. For instance, if an NDA restricts a former employee from disclosing trade secrets, it must specify what counts as “confidential” and be limited in time and scope.
What steps can you take after a breach?
If someone violates your NDA, you can file a lawsuit in state court. In your complaint, you’ll outline the breach and the harm caused. Ohio courts can issue injunctions to stop ongoing disclosures and award damages for losses, like lost profits or harm to reputation. Courts may also order the violator to return or destroy confidential materials.
How do Ohio courts interpret confidentiality terms?
Ohio courts review NDA terms strictly. They focus on the agreement’s language to see if it defines confidentiality clearly. Broad or vague language—like “all business information”—may be deemed unenforceable. Courts also look for reasonable limits: an NDA that bans disclosures indefinitely is unlikely to hold up. If the NDA meets these tests, courts typically uphold it and enforce remedies.
What if the NDA affects future employment?
Ohio enforces NDAs even when they impact a former employee’s future work, as long as the NDA is valid. Courts balance confidentiality needs against the signing party’s right to earn a living. If the NDA protects trade secrets or proprietary data and avoids undue career limitations, it generally stands.
What remedies can you expect?
You can seek injunctive relief and monetary damages under Ohio law. In some cases, courts may also award attorney fees if your NDA includes a fee-shifting provision and the court finds it reasonable. Those remedies help ensure you can maintain confidentiality without suffering financial setbacks.
