Non-Disclosure Agreement (NDA) Contract

A Non-Disclosure Agreement (NDA) Contract is a confidentiality-focused agreement between at least two parties that outlines shared information and the terms under which it must remain secret information.

• AKA: Confidential Disclosure Agreement (CDA), Proprietary Information Agreement (PIA), and Secrecy Agreement (SA).
• Context:
  • It can typically establish non-disclosure obligations for all recipient parties.
  • It can typically define non-disclosure agreement confidential information scope to establish clear protection boundaries.
  • It can typically require non-disclosure agreement security measures to safeguard non-disclosure agreement protected information.
  • It can typically outline non-disclosure agreement breach consequences including non-disclosure agreement remedial actions.
  • It can typically specify non-disclosure agreement permitted use and non-disclosure agreement prohibited use of non-disclosure agreement confidential information.
  • ...
  • It can often be used to protect Confidential Material, Trade Secrets, and Proprietary Information.
  • It can often create a non-disclosure agreement confidential relationship between the parties involved.
  • It can often include non-disclosure agreement third-party disclosure restrictions with non-disclosure agreement flow-down obligations.
  • It can often address non-disclosure agreement inadvertent disclosure through specific non-disclosure agreement notification procedures.
  • It can often require non-disclosure agreement return or destruction of non-disclosure agreement confidential information upon non-disclosure agreement termination.
  • ...
  • It can range from being a Unilateral NDA Contract to a Mutual NDA Contract, based on the non-disclosure agreement information flow direction.
  • It can range from being an Individual NDA Contract to a Corporate NDA Contract, based on the non-disclosure agreement party type.
  • It can range from being an Indefinite Term NDA Contract to a Fixed Term NDA Contract, based on the non-disclosure agreement confidentiality obligation duration.
  • It can range from being a Broad Scope NDA Contract to a Narrow Scope NDA Contract, based on the non-disclosure agreement information coverage breadth.
  • It can range from being a General Purpose NDA Contract to a Specific Purpose NDA Contract, based on the non-disclosure agreement context.
  • It can range from being a Domestic NDA Contract to an International NDA Contract, based on the non-disclosure agreement geographic scope.
  • It can range from being a Stand-Alone NDA Contract to an Integrated NDA Contract, based on whether it is a non-disclosure agreement separate agreement or larger contract component.
  • It can range from being a Draft NDA Contract to being a Redlined NDA Contract, depending on its non-disclosure agreement development stage.
  • ...
  • It can be evaluated using Non-Disclosure Agreement Compliance Checklists to verify non-disclosure agreement protective adequacy.
  • It can be interpreted according to Non-Disclosure Agreement Enforcement Principles that guide non-disclosure agreement judicial review.
  • It can be modified through Non-Disclosure Agreement Amendment Processes based on non-disclosure agreement circumstance changes.
  • It can be terminated through Non-Disclosure Agreement Termination Procedures while maintaining certain non-disclosure agreement surviving obligations.
  • It can be referenced by a Non-Disclosure Agreement Issue-Spotting Rule, such as: NDA derivative works rules, NDA definition boundary rules, etc.
  • ...
  • It can typically contain Non-Disclosure Agreement Articles, such as:
    • Non-Disclosure Agreement Definition Article: Defines key terms used throughout the agreement, such as "non-disclosure agreement confidential information" and "non-disclosure agreement disclosing party."
    • Non-Disclosure Agreement Purpose Article: States the reason for the disclosure of non-disclosure agreement confidential information and the permitted use of that information.
    • Non-Disclosure Agreement Obligations Article: Outlines the responsibilities of the non-disclosure agreement receiving party to maintain the confidentiality of the information.
    • Non-Disclosure Agreement Exceptions Article: Specifies circumstances under which the non-disclosure agreement receiving party may disclose the non-disclosure agreement confidential information, such as when required by law.
    • Non-Disclosure Agreement Term Article: Defines the duration of the agreement and the period for which the non-disclosure agreement confidentiality obligations apply.
    • Non-Disclosure Agreement Marking Requirement Article: Establishes protocols for identifying non-disclosure agreement confidential information through non-disclosure agreement confidentiality markings.
    • Non-Disclosure Agreement Dispute Resolution Article: Outlines non-disclosure agreement dispute resolution processes including non-disclosure agreement arbitration provisions.
    • ...
  • It can typically contain Non-Disclosure Agreement Clauses, such as:
    • Non-Disclosure Agreement Definition of Confidential Information Clause: Specifies what information is considered confidential under the agreement. It can typically detail non-disclosure agreement information types, non-disclosure agreement confidentiality exceptions, and other essential terms to clearly define what is protected.
    • Non-Disclosure Agreement Obligations of Receiving Party Clause: Outlines the responsibilities of the party receiving the confidential information, such as maintaining secrecy and limiting use. It can typically detail non-disclosure agreement care standard, non-disclosure agreement permitted uses, and other essential terms related to the handling of confidential information.
    • Non-Disclosure Agreement Term and Termination Clause: Specifies the duration of the agreement and the conditions under which it can be terminated. It can often specify the non-disclosure agreement effective date, non-disclosure agreement termination events, and non-disclosure agreement obligation survival to clarify the timeline of the agreement.
    • Non-Disclosure Agreement Return or Destruction of Information Clause: Describes the obligations of the receiving party regarding the return or destruction of confidential materials upon termination of the agreement. It can often specify non-disclosure agreement return timeframes, non-disclosure agreement destruction methods, and non-disclosure agreement certification requirements for the handling of materials after the agreement ends.
    • Non-Disclosure Agreement Remedies Clause: Outlines the consequences and legal recourse available in the event of a breach of the agreement. It can typically detail non-disclosure agreement equitable relief, non-disclosure agreement indemnification, and other essential terms related to enforcement and dispute resolution.
    • Non-Disclosure Agreement Derivative Works Prohibition Clause: Explicitly prohibits the receiving party from copying, modifying, or creating derivative works from the confidential information without prior written consent for each action.
    • Non-Disclosure Agreement Residual Knowledge Clause: Addresses whether individuals exposed to confidential information can use the knowledge retained in their unaided memories, with specific limitations on application.
    • Non-Disclosure Agreement Security Standards Clause: Specifies minimum security standards for storing, handling, and transmitting confidential information, referencing both physical and digital safeguards.
    • ...
  • It can typically contain Non-Disclosure Agreement Provisions, such as:
    • Non-Disclosure Agreement Non-Circumvention Provision: Prohibits the receiving party from bypassing the disclosing party and directly contacting or doing business with the disclosing party's clients or customers.
    • Non-Disclosure Agreement Non-Solicitation Provision: Prevents the receiving party from soliciting or hiring the disclosing party's employees for a specified period.
    • Non-Disclosure Agreement Warranty Provision: Includes representations and warranties made by the disclosing party regarding the accuracy and completeness of the confidential information.
    • Non-Disclosure Agreement Severability Provision: States that if any part of the agreement is found to be unenforceable, the rest of the agreement remains valid.
    • Non-Disclosure Agreement Governing Law Provision: Specifies which state or country's laws will govern the interpretation and enforcement of the agreement.
    • Non-Disclosure Agreement Third-Party Disclosure Provision: Requires written confidentiality agreements with all third parties before disclosing any confidential information, mandating protection at least as stringent as the original NDA.
    • ...
• Examples:
  • Non-Disclosure Agreement Contract Categories by non-disclosure agreement relationship context, such as:
    • Employment Non-Disclosure Agreement Contracts, such as:
      • New Employee Non-Disclosure Agreement Contract for non-disclosure agreement employment onboarding.
      • Senior Executive Non-Disclosure Agreement Contract for non-disclosure agreement strategic information protection.
      • Exit Non-Disclosure Agreement Contract for non-disclosure agreement post-employment confidentiality.
    • Business Relationship Non-Disclosure Agreement Contracts, such as:
      • Supplier Non-Disclosure Agreement Contract for non-disclosure agreement supply chain information protection.
      • Consultant Non-Disclosure Agreement Contract for non-disclosure agreement project-specific information sharing.
      • Investor Non-Disclosure Agreement Contract for non-disclosure agreement financial information disclosure.
    • Innovation-Related Non-Disclosure Agreement Contracts, such as:
      • Inventor Non-Disclosure Agreement Contract for non-disclosure agreement invention disclosure protection.
      • Research Partnership Non-Disclosure Agreement Contract for non-disclosure agreement collaborative research protection.
      • Technology Licensing Non-Disclosure Agreement Contract for non-disclosure agreement pre-licensing evaluation.
  • Non-Disclosure Agreement Contract Categories by non-disclosure agreement industry context, such as:
    • Healthcare Non-Disclosure Agreement Contracts for non-disclosure agreement patient information protection.
    • Financial Services Non-Disclosure Agreement Contracts for non-disclosure agreement financial data protection.
    • Technology Non-Disclosure Agreement Contracts for non-disclosure agreement software development protection.
  • ...
• Counter-Examples:
  • Non-Compete Agreement: While often included alongside an NDA, a non-compete focuses on preventing competition rather than protecting confidential information.
  • Intellectual Property Assignment Agreement: Deals with the ownership and assignment of intellectual property rights rather than the protection of confidential information.
  • Loan Agreement: Outlines the terms of a loan between parties rather than focusing on confidentiality.
  • Partnership Agreement: Establishes the terms of a business partnership and may include confidentiality provisions, but is not primarily focused on non-disclosure.
  • Cease and Desist Letter: A document demanding the halt of alleged illegal activity, focusing on stopping actions rather than establishing confidentiality obligations.
  • Garden-Leave Clause: A provision in an employment contract that requires an employee to stay away from work during their notice period, focusing on separation rather than information protection.
  • Informed Consent: Permission given by a person to undergo a medical or research procedure after being informed of the risks and benefits, focusing on authorization rather than confidentiality.
  • Non-Solicitation Agreement: An agreement that restricts an employee from soliciting clients or employees from their former employer, focusing on relationship protection rather than information confidentiality.
• See: Confidentiality, Legal Confidentiality, Medical Confidentiality, Commercial Confidentiality, Legal Settlement, FrienDA, Contract, Bank Secrecy, Trade Secret, Illegal Agreement, Legal Duty of Disclosure, Confidential Information, Non-Disclosure Agreement Issue-Spotting Checklist, Confidentiality Obligation.

---

---

References

2021

• (Wikipedia, 2021) ⇒ https://en.wikipedia.org/wiki/Non-disclosure_agreement Retrieved:2021-12-4.
  • A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), secrecy agreement (SA), or non-disparagement agreement, is a legal contract or part of a contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to. Doctor–patient confidentiality (physician–patient privilege), attorney–client privilege, priest–penitent privilege and bank–client confidentiality agreements are examples of NDAs, which are often not enshrined in a written contract between the parties.

    It is a contract through which the parties agree not to disclose any information covered by the agreement. An NDA creates a confidential relationship between the parties, typically to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects non-public business information. Like all contracts, they cannot be enforced if the contracted activities are illegal. NDAs are commonly signed when two companies, individuals, or other entities (such as partnerships, societies, etc.) are considering doing business and need to understand the processes used in each other's business for the purpose of evaluating the potential business relationship. NDAs can be "mutual", meaning both parties are restricted in their use of the materials provided, or they can restrict the use of material by a single party. An employee can be required to sign an NDA or NDA-like agreement with an employer, protecting trade secrets. In fact, some employment agreements include a clause restricting employees' use and dissemination of company-owned confidential information. In legal disputes resolved by settlement, the parties often sign a confidentiality agreement relating to the terms of the settlement. Examples of this agreement are The Dolby Trademark Agreement with Dolby Laboratories, the Windows Insider Agreement, and the Halo CFP (Community Feedback Program) with Microsoft. In some cases, employees who are dismissed following their complaints about unacceptable practices (whistleblowers), or discrimination against and harassment of themselves, may be paid compensation subject to an NDA forbidding them from disclosing the events complained about. Such conditions in an NDA may not be enforceable in law, although they may intimidate the former employee into silence.

---