As part of our Technology and Data practice, we provide non-disclosure agreement services.

Non-disclosure agreements (NDAs) are legal, binding contracts that protect confidential material, knowledge, or information shared between parties. NDAs can be essential when it comes to protecting business or intellectual property assets. They provide explicit legal consequences for a party’s breach of confidentiality.

When to Use Non-Disclosure Agreements

NDAs should be used at the outset of a business relationship. Confidentiality agreements are designed to protect confidential business information, such as client lists, proprietary processes, pending patents, etc. Events that trigger the need for use of non-disclosure agreements are varied and include, for example:

Business merger or acquisition discussions
Product development or manufacturing discussions
Presentation of new business ideas
Business sale negotiations
Investor and financing seeking activities requiring confidential business disclosure
Disclosure of patent information or trade secrets
Employee onboarding and intake
Use of contractors or freelancers
Technology development and technology outsourcing
Licensing negotiations requiring disclosure of confidential business information
Third party service agreements involving access of sensitive customer data

Basic Terms in an NDA

Non-disclosure agreements can be unilateral, bilateral, as well as multilateral if three or more disclosing parties are involved. They can be simple, as long as they cover key elements for enforceability. The primary information that a confidentiality agreement should include, are:

Scope of confidentiality, including non-use provisions
Legal names and clear identification of the parties involved
Term of the confidentiality requirement
“Confidential Information” clearly defined in detail
Exclusions
Breach terms, including remedies

Well-drafted confidential disclosure agreements should provide legal protection for all the parties involved. Additionally, the agreement should spell out what should happen under particular situations. For example, if one of the parties merges, files for bankruptcy, or becomes the subsidiary of a competitor.

Non-Disclosure Concerns With Technology and Data

The technology field is ever growing. Technology developers should take precautions to secure rights in their innovations. However confidential disclosures are inevitable in the tech field as developers grow and license product and services. Therefore, non-disclosure agreements (NDAs) are a necessity for developers. In addition, data and the technology used to secure that data in Cloud storage (for example) often requires many hands. Data moves through many platforms across numerous service providers that transmit, backup, and/or store data. Therefore, special data security provisions should be included in vendor contracts that require efforts to prevent disclosure of sensitive third party information.

We review, negotiate, and draft non-disclosure agreements and contacts to provide comprehensive legal protection and limitation of liabilities in technology and data transactions.