A confidentiality contract, non disclosure agreement or NDA is a legal agreement, between two or more individuals or companies, designed to protect information from unwanted disclosure or misuse.
Non disclosure agreements are sometimes called confidentiality agreements, confidential disclosure agreements, CDAs and secrecy agreements. To get a downloadable template now, visit:
Non disclosure agreements may be used in a wide range of business situations. For example:
- during corporate due diligence;
- during pre-contractual negotiations involving trade secrets (for example, where a web developer shows confidential work-in-progress to a potential new client);
- to protect the patentability of an invention;
- upon the disclosure of a new literary or artistic work to a potential publisher or collaborator.
A well-drafted non disclosure agreement will help to protection your confidential information by specifying precisely the information that needs to be protected, the things that the disclosee must do to protect the information, and the treatment of the physical manifestations of the information.
Non disclosure agreements may also useful for those to whom information is being disclosed, because they may help to clarify the precise extent of legal obligations being placed on the disclosee.
Key terms in a non disclosure agreement will typically include:
- the definition of the confidential information;
- restrictions (and permissions) relating to further disclosure;
- obligations to keep the confidential information secure;
- the time period during which the information will remain confidential; and
- arrangements for the return of confidential information upon termination.