MISO Non-Disclosure Agreement Forms and Completion Instructions

Step 1: Identify the Correct NDA Form

Before beginning, ensure you have the appropriate NDA form for your specific situation:

• Mutual NDA (Form M-NDA-2023): For bidirectional information sharing
• Unilateral NDA (Form U-NDA-2023): For one-way information sharing
• Employee/Contractor NDA (Form E-NDA-2023): For personnel working with MISO

Step 2: Gather Required Information

Have the following information ready before starting:

• Full legal name of the external party (company or individual)
• Official business address
• Tax identification number (for companies) or Social Security number (for individuals)
• Contact information (email, phone)
• Name and title of authorized signatory
• Dates for the agreement term
• Specific description of purposes for information sharing

Step 3: Complete the Information Sections

Parties Section:

• Enter MISO's information as provided in the template
• Fill in the external party's information exactly as it appears on official business documents
• For companies, ensure the legal name matches business registration documents

Term Section:

• Specify the start date (typically the date of signature)
• Define the end date or duration of the agreement
• For ongoing relationships, consider "perpetual" or specify conditions for termination

Purpose Section:

• Clearly describe why confidential information will be shared
• Be specific about the project, collaboration, or business purpose
• Avoid overly broad descriptions that could lead to unauthorized information use

Definition of Confidential Information:

• Review the standard definition included in MISO forms
• Add specific types of information relevant to your relationship
• Consider adding specific exclusions if certain information should not be covered

Step 4: Review Standard Clauses

MISO NDA forms include several standard clauses that require careful review:

Permitted Use Clause:

• Defines how the receiving party may use the confidential information
• Specifies that information may only be used for the stated purpose
• Limits who within the organization may access the information

Disclosure Restrictions:

• Outlines limits on further disclosure of confidential information
• Specifies that disclosure is only permitted to employees/contractors with a "need to know"
• May require additional NDAs for employees who will access the information

Safeguarding Requirements:

• Establishes the standard of care required to protect confidential information
• May require specific security measures for electronic information
• Often mandates prompt notification of any unauthorized disclosure

Exclusions from Confidential Information:

• Lists information that does not qualify as confidential (e.g., already public knowledge)
• Information independently developed by the recipient
• Information properly received from a third party without confidentiality restrictions

Ownership and Return Materials:

• Clarifies that confidential information remains MISO's property
• Specifies requirements for returning or destroying information upon termination
• May require certification of destruction

Step 5: Add Special Provisions (If Necessary)

Depending on your specific situation, you may need to add special provisions:

Non-Solicitation Clause:

• Prevents the external party from hiring MISO employees during the agreement term
• Often extends for a period after termination

Non-Compete Clause:

• Prevents the external party from competing with MISO in specific areas
• Must be reasonable in scope and duration to be enforceable

Non-Circumvention Clause:

• Prevents bypassing MISO to directly contact its business partners or customers
• Particularly relevant in broker or intermediary relationships

Jurisdiction and Dispute Resolution:

• Specifies which state's laws govern the agreement
• Outlines the method for resolving disputes (litigation, arbitration, mediation)

Step 6: Review and Internal Approval

Before signing:

• Have internal legal counsel review the completed form
• Ensure signatory has proper authority to bind the organization
• Obtain any necessary board approvals required by your organization

Step 7: Execution of the Agreement

Proper Signing:

• Ensure all parties sign in the designated signature blocks
• Include printed names and titles below signatures
• Include the date of signing

Witnesses/Notarization:

• Some MISO NDAs may require witnesses and/or notarization
• Complete these requirements if specified in the form

Step 8: Distribution and Notification

Signed Copies:

• Provide MISO with a fully executed copy of the agreement
• Retain a copy for your records
• Consider whether digital signatures are acceptable for your agreement

Internal Distribution:

• Distribute the agreement to relevant departments within your organization
• Ensure IT, security, and legal teams are aware of the confidentiality obligations
• Add the agreement to your organization's contract management system

Step 9: Implementation and Compliance

Access Controls:

• Implement appropriate controls to limit access to confidential information
• Mark documents as "Confidential" as required by the agreement
• Train employees on proper handling of confidential information

Monitoring Compliance:

• Establish procedures for monitoring compliance with the NDA terms
• Conduct periodic reviews of information handling practices
• Address potential breaches immediately

Documentation:

• Maintain records of information shared under the NDA
• Document any disclosures made to third parties with proper authorization
• Track expiration dates and renewal requirements