At some time in your professional life you've likely been asked to sign an NDA (non-disclosure agreement). Many companies frequently request an NDA and this has often become standard practice.
What is an NDA? Quite simply a non-disclosure agreement is a contract that helps prevent a business’s sensitive information from being shared without permission. The people or companies (consultants, vendors, contractors, project partners, etc.) that sign an NDA commit to keeping a business’s proprietary and confidential information private. An NDA can be a one-sided agreement or a mutual agreement—depending on whether one or both parties have confidential information to protect.
While you may think of an NDA as something only businesses with highly sensitive trade secrets or product innovations need to have, businesses of all types may benefit from an NDA. If you’re unsure that you need an NDA or what it should include, it’s wise to talk with an attorney.
Information an NDA can protect. The following are examples of some of the types of information an NDA can prevent from getting into unauthorized hands:
● Customer lists
● Sales leads lists
● Product designs and formulas
● Intellectual property
● Business and marketing plans
● Pricing strategies
● Specialized technical knowledge
● Manufacturing processes
● Financial records
What Goes Into an NDA? Most NDAs are relatively short agreements. What a company needs to include in an NDA will depend on the nature of its business and the type of information it wants to safeguard.
Some common elements in NDAs include:
● Parties involved
● Identification of information that should be kept confidential
● Exclusions (identifying what or when information doesn’t get confidential treatment – for example: what is already publicly known, what is already known by the other party, when information is requested by a court of law, etc.)
● Scope of the obligation to keep information confidential (usually, not to share the sensitive information with anyone else and to not use it themselves)
● Term of the NDA (how long the information must be kept private – commonly, between two and five years)
● What happens if there's a breach of the NDA (legal steps and resolution)
Where to get help with your NDA—and other aspects of your business. You will find numerous sources online that offer templates you can use to craft an NDA, or you can ask an attorney to help you write one. Websites such as nondisclosureagreement.com and everynda.com provide sample NDAs and a great deal of information that can help you decide what you need to include for your particular business. If you decide to write your own, you should have an attorney review it to ensure it includes all the essential elements necessary to protect your business. While an NDA is a relatively short and simple contract, it is a legal document that should have professional attention.