What is a Non-Disclosure Agreement?
In certain professions, the work you do must remain confidential and private. For others, the information they are sharing with another person must be confidential for legal, privacy, or personal reasons. While some relationships, such as those between attorneys and clients, are considered confidential without a prior agreement, others do benefit from a contractual agreement to not disclose information to any other parties. This is called a non-disclosure agreement (NDA) and is used by a wide variety of parties and for many different issues. Since this article only provides a brief primer on NDAs, we highly encourage you to reach out to us as the drafting of an NDA with the guidance of a lawyer can make a significant difference.
How do NDAs Work?
An NDA is a contract between parties to not disclose the information outlined in the NDA to other parties. NDAs can be drafted and tailored to the specific circumstances of a relationship. For example, an NDA can be drawn up when one party provides confidential information or when all those involved are sharing confidential information. In all instances, the NDA must make clear the exact information that is being disclosed and must, henceforth, remain confidential. Furthermore, NDA provisions include, but are not limited to, the following: the kind of information being disclosed, the time frame for how long the NDA is valid, and the recourses a party can take if another party violates the NDA.
Common Content in NDAs
As mentioned above, NDAs can be unilateral, bilateral, or multilateral. Regardless of the type of NDA you choose along with the other parties, they will all have some common provisions and content material. One of the most important aspects is defining who is a party to the NDA; those involved must know they have agreed to be bound by the NDAs provisions. Other stipulations include defining each piece of key material that is to be held confidential, any exceptions to the NDA (which would not result in a breach of contract), and each party’s obligations as a party to the NDA. Finally, it will be vital to determine the exact time frame of the NDA.