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Mississippi Non-Disclosure Agreement Requirements

Mississippi's reasonableness test weighs the rights of the employer, the rights of the employee, and the rights of the public, and courts have long treated non-compete provisions as disfavored, strictly construed, and reluctantly upheld, requiring any restriction to be reasonable in time, territory, and scope, no broader than necessary to protect a legitimate business interest without imposing undue hardship on the employee.

Introduction

Mississippi's reasonableness test weighs the rights of the employer, the rights of the employee, and the rights of the public, and courts have long treated non-compete provisions as disfavored, strictly construed, and reluctantly upheld, requiring any restriction to be reasonable in time, territory, and scope, no broader than necessary to protect a legitimate business interest without imposing undue hardship on the employee. A Mississippi NDA is otherwise an ordinary, enforceable confidentiality contract, mutual or one-way, protecting trade secrets and other sensitive information exchanged between parties. Trade secrets themselves are separately protected under the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. Section 75-26-1 et seq.), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered. Mississippi also has no statute carving out an employee's own-time, own-resources inventions from an assignment clause, unlike California, Delaware, Illinois, and several other states, so invention-assignment language in a Mississippi NDA is governed only by ordinary contract law and whatever the agreement itself says.

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Key Things to Know

  1. 1

    Trade secret protection runs through the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. Section 75-26-1 et seq.), separate from whatever the NDA itself says. A trade secret is information that derives independent economic value from not being generally known and is subject to reasonable efforts to keep it secret.

  2. 2

    Mississippi has no non-compete or restrictive-covenant statute of general applicability. Enforceability of any confidentiality clause that functions as a restraint on someone's future work runs entirely on a common-law reasonableness test built through case law, not a codified standard.

  3. 3

    Under that common-law test, Mississippi courts weigh the rights of the employer, the rights of the employee, and the rights of the public, and require the restriction to be reasonable in time, territory, and scope of the trade or employment protected. Courts have described non-compete provisions as disfavored, strictly construed, and reluctantly upheld (see, for example, Thames v. Davis & Goulet Insurance, Inc. and Business Communications, Inc. v. Banks).

  4. 4

    A trade secret misappropriation claim in Mississippi generally must be filed within three years of when the misappropriation was discovered, or reasonably should have been discovered (Miss. Code Ann. Section 75-26-13). A continuing misappropriation is treated as a single claim, so the clock does not restart with each new act of the same ongoing violation.

  5. 5

    Mississippi has no statute carving out an employee's own-time, own-resources inventions from an invention-assignment clause, unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington. An invention-assignment provision in a Mississippi NDA is governed only by ordinary contract law and the specific language the parties agree to.

  6. 6

    Mutual NDAs, where both sides share confidential information, and one-way NDAs, where only one side does, are both ordinary enforceable contracts in Mississippi; which one fits depends on whether the exchange runs both directions, like a partnership or acquisition discussion, or one direction, like pitching an investor.

  7. 7

    A Mississippi court can order injunctive relief to stop an ongoing or threatened breach of a valid NDA, in addition to any damages the disclosure caused.

Key decisions before you file

Before you file a Non-Disclosure Agreement in Mississippi, a few decisions shape the document: which option to choose and what each one means. The Non-Disclosure Agreement guide walks through them.

Open the Non-Disclosure Agreement guide

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MISSISSIPPI NON-DISCLOSURE AGREEMENT

[Party A Name] of [City], Mississippi and [Party B Name] of [City], Mississippi (each a "Party") enter into this Non-Disclosure Agreement as follows.

  1. Purpose. To evaluate [describe business purpose, e.g. a potential business relationship], one or both Parties expect to share information with the other that neither wants disclosed beyond this relationship.

  2. Definition of Confidential Information. Anything a Party marks confidential, or that the surrounding circumstances would lead a reasonable person to treat that way, qualifies as "Confidential Information," including a trade secret within the meaning of Miss. Code Ann. Section 75-26-3, the Mississippi Uniform Trade Secrets Act's definitions section. Marking alone does not settle the question, though: information the receiving Party already knew, free of any confidentiality duty, before the disclosure stays outside the term, as does information that becomes public without the receiving Party's fault, information developed independently, and information a third party hands over without itself owing a confidentiality obligation on it.

  3. Obligations. The receiving Party may use Confidential Information only for the Section 1 purpose, must protect it with reasonable care, and may share it only with employees, contractors, or advisors who need it for that purpose and are bound to terms at least as strict as this Agreement's.

  4. Scope Limitation (Mississippi-Specific). Mississippi has never enacted a statute governing non-compete or restrictive-covenant agreements. If a court later reads any provision here as restraining a Party's ability to work in a lawful trade, profession, or business once this relationship ends, that provision is instead tested under the common-law standard Mississippi courts have applied for decades: reasonable in time, territory, and scope, no broader than necessary to protect a legitimate business interest, and weighed against the burden on the restrained Party and the public. See Business Communications, Inc. v. Banks, 91 So. 3d 1 (Miss. Ct. App. 2011); Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992); Frierson v. Sheppard Building Supply Co., 154 So. 2d 151 (Miss. 1963). Mississippi courts have long treated such restraints as disfavored and strictly construed, so this Agreement reaches only the Confidential Information above, never a Party's general skill or experience.

  5. Federal Whistleblower Notice. The Defend Trade Secrets Act shields a person, at 18 U.S.C. Section 1833(b), from criminal or civil liability for handing a trade secret in confidence to a government official or attorney to flag a suspected legal violation, or for filing it under seal in court. Omitting this notice can cost the disclosing Party some of the Act's own remedies, which is why it appears here.

  6. Term. [X years] from signing is how long the confidentiality obligations here run, with one carve-out: whatever still qualifies as a trade secret under Mississippi law keeps its protection past that date, for as long as it keeps qualifying.

  7. Return or Destruction. A written request from the disclosing Party, or the natural end of the Section 1 relationship, whichever comes first, triggers the receiving Party's duty to return or destroy each copy of the Confidential Information in its possession.

  8. Remedies. Because an unauthorized disclosure could cause harm money cannot fully repair, the disclosing Party may enjoin actual or threatened misappropriation under Miss. Code Ann. Section 75-26-5, on top of damages for actual loss, unjust enrichment, or a reasonable royalty, plus exemplary damages for willful conduct, all under Section 75-26-7.

  9. Governing Law. Mississippi courts decide which state's law governs a contract dispute using the "center of gravity," or most significant relationship, test drawn from the Restatement (Second) of Conflict of Laws Section 188, weighing where the Agreement was made and performed and where the Parties are located; see Boardman v. United Services Automobile Association, 470 So. 2d 1024 (Miss. 1985). Under that framework, the Parties agree Mississippi law governs this Agreement.

  10. Miscellaneous. A signature need not be handwritten to bind a Party; Mississippi's Uniform Electronic Transactions Act, Miss. Code Ann. Section 75-12-1 et seq., and the federal ESIGN Act, 15 U.S.C. Section 7001, both give an electronic one the same effect. A single unenforceable clause does not pull down the ones around it, and the mutual promises to disclose and to keep things confidential are, by themselves, enough consideration to bind both sides.

[Party A Signature] ____________________ Date: __________ [Party B Signature] ____________________ Date: __________

Mississippi Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Mississippi Uniform Trade Secrets Act, Miss. Code Ann. Section 75-26-3)

Defines what counts as confidential information under Mississippi law. The Mississippi Uniform Trade Secrets Act's actual definitions of 'trade secret' and 'misappropriation' sit specifically at Section 75-26-3, not merely somewhere in the chapter generally; citing that section directly, rather than the broader Section 75-26-1 et seq., pins the definition to the provision that does the defining.

Trade Secret Protection (Mississippi Uniform Trade Secrets Act, Miss. Code Ann. Section 75-26-3)

Addresses the specific requirements for trade secret protection under Mississippi law, including the requirement that the information be the subject of efforts reasonable under the circumstances to maintain its secrecy.

Federal Trade Secret Protection (Defend Trade Secrets Act, 18 U.S.C. Section 1836 et seq.)

Incorporates protections under the federal Defend Trade Secrets Act, which provides an additional, independent federal civil remedy for trade secret misappropriation on top of Mississippi's own statute.

Statute of Limitations (Mississippi Uniform Trade Secrets Act, Miss. Code Ann. Section 75-26-13)

A trade secret misappropriation action must be brought within three years after the misappropriation is discovered, or should have been discovered through reasonable diligence; a continuing misappropriation counts as a single claim for this purpose.

Consideration Clause (Mississippi common law of contracts)

Establishes valid consideration for the NDA, typically the mutual promises to disclose and to maintain confidentiality, as required for an enforceable contract under Mississippi law.

Duration of Confidentiality Obligations (Mississippi common law on restrictive covenants)

An ordinary confidentiality term is set by the agreement itself and is not, on its own, subject to a statutory time cap, since Mississippi has no restrictive-covenant statute. But if the duration or scope of a confidentiality obligation functions as a restraint on the receiving party's future work, Mississippi's common-law reasonableness test applies, the same test courts use for non-compete covenants (see Thames v. Davis and Goulet Insurance, Inc., 420 So. 2d 1041 (Miss. 1982); Business Communications, Inc. v. Banks, 91 So. 3d 1 (Miss. Ct. App. 2011)), requiring the restriction to be no broader in time and scope than necessary to protect a legitimate interest.

Whistleblower Immunity Provision (18 U.S.C. Section 1833(b), Defend Trade Secrets Act)

Includes the required notice that an individual cannot be held liable for disclosing a trade secret in confidence to a government official or an attorney solely to report a suspected violation of law, or in a court filing made under seal, as needed to preserve the disclosing party's full remedies under the Defend Trade Secrets Act.

Remedies for Breach (Mississippi Uniform Trade Secrets Act, Miss. Code Ann. Sections 75-26-5 and 75-26-7)

Outlines remedies for trade secret misappropriation under the Mississippi Uniform Trade Secrets Act: Section 75-26-5 lets a court enjoin actual or threatened misappropriation, and Section 75-26-7 allows recovery of actual loss, unjust enrichment, or a reasonable royalty, plus exemplary damages for willful and malicious misappropriation.

Electronic Signatures (Mississippi Uniform Electronic Transactions Act, Miss. Code Ann. Section 75-12-1 et seq.; Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq.)

Acknowledges the validity of electronic signatures under both Mississippi's Uniform Electronic Transactions Act and the federal ESIGN Act.

Non-Circumvention Provisions (Mississippi common law on unfair competition)

Prevents the receiving party from using disclosed contacts or business opportunities to deal directly with them, bypassing the disclosing party, consistent with Mississippi's common-law protections against unfair competition.

Severability Clause (Mississippi common law on contract interpretation)

Ensures that if a court finds any single provision of the NDA unenforceable, the remaining provisions stay in effect.

Integration Clause (Mississippi common law on contract interpretation)

States that the written NDA is the complete and final agreement between the parties on its subject, consistent with Mississippi's parol evidence rule limiting reliance on prior or contemporaneous oral understandings.

Confidentiality of Agreement (Mississippi common law of contracts)

Addresses whether the existence and terms of the NDA itself, separate from the underlying Confidential Information, must also be kept confidential between the parties.

Dispute Resolution (Mississippi Code Ann. Section 11-15-1 et seq., Mississippi Arbitration Act)

Establishes a mechanism for resolving disputes under the NDA, such as arbitration, consistent with Mississippi's arbitration statute, which lets parties submit an existing or future controversy to one or more arbitrators by written agreement.

Waiver of Breach (Mississippi common law on waiver)

Clarifies that failing to enforce a provision on one occasion does not give up the right to enforce it, or any other provision, later.

Frequently Asked Questions

A Non-Disclosure Agreement in Mississippi is an ordinary contract in which one or both parties agree to keep specified information confidential. It can be mutual, where both sides share confidential information, or one-way, where only one side does. Trade secrets shared under the agreement are also separately protected by the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. Section 75-26-1 et seq.) regardless of what the NDA itself says.

It can, but enforceability is not guaranteed. Mississippi has no statute governing non-compete or restrictive-covenant agreements, so a confidentiality clause broad enough to functionally stop someone from working in their field is tested under a common-law reasonableness standard rather than a codified rule. Courts weigh the employer's legitimate interest, the hardship on the employee, and the public interest, and generally treat such provisions as disfavored and strictly construed.

No. Mississippi has never enacted a general non-compete or restrictive-covenant statute, unlike states such as California, Colorado, or Illinois. Enforceability instead comes entirely from case law, including decisions such as Thames v. Davis & Goulet Insurance, Inc. and Business Communications, Inc. v. Banks, which require any restriction to be reasonable in time, territory, and scope, and no broader than necessary to protect a legitimate business interest.

A trade secret misappropriation claim under the Mississippi Uniform Trade Secrets Act generally must be brought within three years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (Miss. Code Ann. Section 75-26-13). A separate breach-of-contract claim over the NDA itself follows Mississippi's ordinary written-contract limitations period.

There is no statute that says otherwise, so it depends entirely on what the agreement says. Mississippi has no employee invention-assignment carve-out statute like California's Labor Code Section 2870, so a Mississippi NDA or employment agreement can, as a matter of contract law, reach further into an employee's own-time inventions than it could in a state that has such a protection, unless the parties negotiate a narrower assignment clause.

It depends on whether confidential information will flow in both directions or only one. A mutual NDA fits a two-way exchange, such as a merger, partnership, or joint-venture discussion where both sides disclose sensitive information. A one-way NDA fits a one-directional exchange, such as pitching a business plan to an investor who is not sharing anything confidential back. Both forms are equally enforceable in Mississippi; the choice is about which structure matches the actual relationship.

No. A Mississippi NDA is an ordinary contract, not a formal instrument like a will or power of attorney, so it does not require notarization or witnesses to be valid. It only needs the standard elements of a valid contract: an offer, acceptance, and consideration, along with signatures from the parties being bound.

The non-breaching party can seek injunctive relief to stop an ongoing or threatened disclosure, along with damages caused by the breach. If the disclosed information also qualifies as a trade secret, the Mississippi Uniform Trade Secrets Act provides an additional, independent basis for relief, including damages for actual loss and unjust enrichment, separate from whatever remedies the NDA itself specifies.