Confidentiality Agreement

NDAs are commonly signed when two Companies or Individual s are considering doing business together and need to understand the processes used in one another's businesses solely 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 only restrict a single party.

Unilateral NDAs are often not legally binding due to a common drafting error. Any contract must state valid Consideration to be binding, which is an ''exchange'' of promises between parties. If one party promises to protect secrets, and the other party promises to do nothing, the NDA is invalid for lack of consideration. A mutual NDA does not have this problem, since both parties are promising to keep material confidential.

It is also possible for an employee to sign an NDA or NDA-like agreement with a company at the time of hiring, in fact some employment agreements will include a clause restricting "confidential information" in general.

CONTENT

Some common issues handled within a NDA include:

outlining the parties to the agreement;

the definition of what is confidential, i.e. the information to be held confidential. Modern NDAs will typically include a laundry-list of types of items which are covered, including unpublished Patent Application s, know-how, schema, Financial information, verbal representations, business strategies, etc;

the exclusions from what must be kept confidential. Typically, the restrictions on use of the confidential data will be invalid if

--- the recipient had prior knowledge of the materials;

--- the recipient gained subsequent knowledge of the materials from another source;

--- the materials are generally available to the public;

--- the materials were obtained illegally; or

--- the materials are subject to a Subpoena . In any case, a subpoena would more likely than not override a contract of any sort;

provisions restricting the transfer of data in violation of National Security ;

the term (in years) of the confidentiality, i.e. the time period of confidentiality;

the term (in years) the agreement is binding;

permission to obtain Ex-parte Injunctive Relief

the obligations of the recipient regarding the confidential information; and

types of permissible disclosure - such as those required by Law or Court Order .

	CATEGORIES ABOUT NON-DISCLOSURE AGREEMENT

	intellectual property law

	legal documents

	employment law

	secrecy

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Information About

Confidentiality Agreement