Non-disclosure agreements (“NDAs”) protect sensitive or confidential information from being shared by third parties.
NDAs can be mutual or one way - see examples below. Mutual NDAs protect everybody evenly if all parties are sharing information. One way NDAs are used when only one party is disclosing information. One way NDAs will often be “pro-discloser”, meaning they offer more robust protection to the discloser as they alone will be risking unauthorised release of information.
NDAs usually include a definition of “Purpose”, enabling the parties to set out why the information is being shared and what the information can be used for. It is important that this definition covers all relevant circumstances. The information covered by the agreement (often defined as “Confidential Information”) will often be broad and include things such as information relating to the business, customers and clients of the disclosing party and will cover various forms of information such as hard copy and electronic.
By signing the NDA, the receiving party is obliged to keep the disclosing party’s information confidential and not to use it in any way except for the specified purpose. The NDA will likely also include limitations on copying or otherwise reproducing the information. There may be limited exceptions to these restrictions, such as sharing the information with law enforcement where necessary, or with certain employees who will often need to be bound by similar terms of confidentiality.
It is crucial that the NDA adequately covers all circumstances in which the information can be shared and offers appropriate protection.
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