A non-disclosure agreement is a common document in business settings used to protect a company's proprietary information. This information may include customer data, inventions and patents, and other trade secrets. Trade secrets may include anything from disclosure to its competitors or the public at large.
Non-disclosure agreements are easy to create and sign. However, in many cases, you may wish to review the terms of the agreement with an attorney before signing, so that you fully understand the legal obligations within the non-disclosure agreement.
A non-disclosure agreement is also commonly known as a
- Confidentiality agreement
Who should use this form?
A company may require a job applicant to sign a non-disclosure agreement, as a condition for employment or request NDAs from members of a venture capital group from whom they are seeking funding to bring the product to market. Other common examples where NDAs are used include:
- A business contracting with a manufacturing plant to produce a new tool or machine.
- A medical facility with confidential patient information.
- A professional services firm with sensitive client information.
Both the disclosing entity or person and the individual receiving access to the confidential information must sign the agreement.
What to include in a non-disclosure agreement
Even though a non-disclosure agreement may cover a variety of information and circumstances, there are a few common elements in all non-disclosure agreements.
The agreement should specify all the information or categories of information subject to non-disclosure. In the case of a medical lab, for example, information and categories of information might include patient demographic information, specific test results, referral sources, and financial data. In some cases, the agreement will also specify which information is not subject to the agreement.
The agreement also specifies the legal obligations for both parties, including the definition of a breach, and any remedies due in the event the agreement is broken. It should also specify the time the agreement is in force.
If you are being asked to sign a non-disclosure agreement for a potential employer, or as a condition of your job, it is generally advisable to review the document with a legal advisor. A lawyer will make sure you fully understand the terms of the agreement and your specific obligations once you sign.
After an agreement has been signed and executed, both parties should keep a copy for their records. This can include both a paper copy and electronic copy. Non-disclosure agreements are not filed with any state or federal regulatory agencies. They are only used in the event of a breach. There are no costs associated with completing an NDA, aside from any fees incurred in preparing the documents or having them prepared for you.