Non-Disclosure Agreement (NDA) Document
A Non-Disclosure Agreement (NDA) Document is a confidentiality 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 (often) be used to protect Confidential Material, Trade Secrets, and Proprietary Information.
- It can create a confidential relationship between the parties involved.
- It can range from being a Unilateral NDA to a Mutual NDA, based on the direction of information flow.
- It can range from being a Individual NDA to a Corporate NDA, based on the type of parties involved.
- It can range from being a Indefinite Term NDA to a Fixed Term NDA, based on the duration of confidentiality obligations.
- It can range from being a Broad Scope NDA to a Narrow Scope NDA, based on the breadth of information covered.
- It can range from being a General Purpose NDA to a Specific Purpose NDA, based on the context of the agreement.
- It can range from being a Domestic NDA to an International NDA, based on the geographic scope of the agreement.
- It can range from being a Stand-Alone NDA to an Integrated NDA, based on whether it is a separate agreement or part of a larger contract.
- It can range from being a Draft NDA to being a Redlined NDA.
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- It can (typically) contain Non-Disclosure Agreement Articles, such as:
- Definition Article: Defines key terms used throughout the agreement, such as "Confidential Information" and "Disclosing Party."
- Purpose Article: States the reason for the disclosure of confidential information and the permitted use of that information.
- Obligations Article: Outlines the responsibilities of the receiving party to maintain the confidentiality of the information.
- Exceptions Article: Specifies circumstances under which the receiving party may disclose the confidential information, such as when required by law.
- Term Article: Defines the duration of the agreement and the period for which the confidentiality obligations apply.
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- It can (typically) contain Non-Disclosure Agreement Clauses, such as:
- Definition of Confidential Information Clause: Specifies what information is considered confidential under the agreement. It can (typically) detail types of information, exceptions to confidentiality, and other essential terms to clearly define what is protected.
- 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 standard of care, permitted uses, and other essential terms related to the handling of confidential information.
- Term and Termination Clause: Specifies the duration of the agreement and the conditions under which it can be terminated. It can (often) specify the effective date, termination events, and survival of obligations to clarify the timeline of the 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 timeframes, methods, and certification requirements for the handling of materials after the agreement ends.
- Remedies Clause: Outlines the consequences and legal recourse available in the event of a breach of the agreement. It can (typically) detail equitable relief, indemnification, and other essential terms related to enforcement and dispute resolution.
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- It can (typically) contain Non-Disclosure Agreement Provisions, such as:
- 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-Solicitation Provision: Prevents the receiving party from soliciting or hiring the disclosing party's employees for a specified period.
- Warranty Provision: Includes representations and warranties made by the disclosing party regarding the accuracy and completeness of the confidential information.
- Severability Provision: States that if any part of the agreement is found to be unenforceable, the rest of the agreement remains valid.
- Governing Law Provision: Specifies which state or country's laws will govern the interpretation and enforcement of the agreement.
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- Example(s):
- Employee NDA: Used by companies to protect trade secrets and confidential business information from disclosure by employees.
- Inventor NDA: Used by inventors to protect their ideas when discussing them with potential investors, manufacturers, or partners.
- Supplier NDA: Used by companies to protect confidential information shared with suppliers or vendors during the course of business.
- Consultant NDA: Used by businesses to protect confidential information when engaging consultants or contractors for projects.
- Interview NDA: Used by companies to protect confidential information discussed during the job interview process.
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- Counter-Example(s):
- 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: to stop alleged illegal activity.
- Garden-Leave Clause: A provision in an employment contract that requires an employee to stay away from work during their notice period.
- Informed Consent: Permission given by a person to undergo a medical or research procedure after being informed of the risks and benefits.
- Non-Solicitation Agreement: An agreement that restricts an employee from soliciting clients or employees from their former employer.
- See: Confidentiality, Legal Confidentiality, Medical Confidentiality, Commercial Confidentiality, Legal Settlement, FrienDA, Contract, Bank Secrecy, Trade Secret, Illegal Agreement, Legal Duty of Disclosure.
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.
- 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.