A Non-disclosure agreement (NDA) legally binds the parties on not to share the confidential information to the third party as per the terms outlined in an NDA. A non-disclosure agreement is a legally binding contract signed between two parties, and the other names of an NDA are secrecy agreement (SA), confidentiality agreement (CA), proprietary information agreement (PIA) and Confidential kickback agreement (CKA).
Basic Non-disclosure Agreement
The basic non-disclosure agreement involves a few crucial elements, such as:
- Proper identification of both parties;
- A complete outline of what needs to be protected;
- Definition of limits and boundaries of a confidentiality obligation on part of the recipient;
- Any exclusions from confidentially or timeframe.
Do Non-Disclosure Agreements Go by Any Other Name?
A non-disclosure agreement is also known by the below-mentioned names:
- Business Confidentiality Agreement,
- Secrecy Agreement (SA),
- Confidential Disclosure Agreement,
- Proprietary information agreement (PIA),
- Confidentiality Agreement,
- Confidentiality Agreement (CA),
- Confidentiality Clause,
- Confidential kickback agreement (CKA),
- Non-disclosure Contract,
- Non-disclosure Form, and
- Proprietary Info Agreement.
Types of Non-Disclosure Agreements (NDA)
NDA is a legal arrangement of an agreement with two major types based on the proprietary information for which an NDA is signed for. Although the content material of every type of NDA differs, there are two major types of NDA, namely:
- Mutual Non-disclosure Agreements
- Unilateral Non-disclosure Agreements
Mutual Non-disclosure Agreements are signed when two or more parties, such as individuals or businesses, supply proprietary information or data and thereby both parties pledge not to disclose the other party’s exclusive information or data without any written authorization.
Unilateral Non-disclosure Agreements are signed when one party promise not to share any exclusive information or data belonging to the other party. For example, you own a business and you are hiring a contractor or an employee, then you may ask them to pledge not to disclose your trade tools, techniques, secrets, etc. In this way, your contractor or employee ought to keep the promise under the legislation. Usually, NDA’s lie under the category of Unilateral Non-disclosure Agreements.
Why do I Need a Non-Disclosure Agreement (NDA)?
Primarily, if you are the owner of a business or have confidential information, then you may wish to protect any exclusive information or data from any third-parties, thereby an NDA ensures that your personal information remains protected. Additionally, an NDA ensures that the proprietary information or data you share with any other third-parties such as individuals or groups is properly covered by a phrase under a legal agreement.
What’s Covered in a Non-Disclosure Agreement (NDA)?
A Non-disclosure Agreement (NDA) does not cover anything that is already accessible to the public, neither should any organization attempt to do so. What’s more, only a few organizations or people have confidential information that needs to be protected via an NDA.
Generally, organizations utilize an NDA to cover their trade or commerce secrets, tools or techniques such as production procedures or formulations, etc. since they separate one business from another and usually incorporate customized products or services utilized or sold only by that organization or any exclusive listing if sales contacts, etc.
Writing a Non-Disclosure Agreement (NDA)
Non-disclosure Agreements (NDA) are comparatively simple. Usually, an NDA involves two individuals or organizations, namely:
- The discloser – Any individual or organization that shares confidential data or information.
- The recipient – Any third-party individuals or organizations that are given access to that confidential information or data and they pledge to protect it at all costs.
In case, both parties share confidential data or information or any other secrets they would like to protect, a Mutual NDA is signed.
Since an NDA is a legally binding document, it must be signed by the two parties, while at the same time, it ought to embody the below-mentioned significant issues:
- Firstly, outline carefully and clearly what is it that you would like to protect. Usual phrases such as ‘Company practices, techniques…’ etc. will be arduous to summarize and more steadfast nevertheless to prove that they have been disclosed. Know precisely what proprietary data or information you are not required to share within the NDA. A customized NDA will ensure that your secrets are well-protected.
- Secondly, timeline matters: Know the time when your NDA starts and ends. Usually, the time an NDA begins is obvious (and may even include the date when your NDA is signed); however, you have a variety of options when it comes to the end date of an NDA. For instance; you can settle upon a timeframe of 10 years, etc. or you may select a particular time when it ends (such as the completion of a project etc.) or you may ask the third-parties to keep your secrets indefinitely (which means that the recipient can never share your proprietary information contained with the NDA with anyone).
What Is Excluded from a Non-Disclosure Agreement?
A non-disclosure agreement (NDA) does not protect the below-mentioned data or information:
- Any data of information that is already available to the recipient, or if the recipient has already accessed such data or information from any other source.
- Any data or information that falls under the category of ‘widespread data or information’ or if it is already accessible to the public, directly or indirectly.
- Any data or information that falls under the category of ‘subpoena’.
Contact your attorney or legal professional in case you have any questions regarding what you can and cannot include in an NDA form.
Why You Need Legal Review of Your NDA?
It is significant to contact a legal professional, IP attorney, etc. in order to ensure that the information contained within your non-disclosure agreement (NDA) form is legal and accurate.
A professional attorney will thoroughly review your non-disclosure agreement NDA form and offer suggestion or recommendations on how you can improve your NDA form or make it as effective as possible.
What if an NDA is Breached?
In case the confidential data or information contained within an NDA is disclosed then it is called a breach of an NDA that may result in legal complications, the third-parties involved may:
- Be sued for any damages;
- Be forced to reimburse to lost earnings;
- Be compelled to go through any other legal actions in the court etc.