Is this a necessary addition to an NDA?

On Behalf of | Jul 5, 2021 | Contract Disputes |

Non-disclosure agreements, or NDAs, are often vital to the performance and health of a business. It allows you to keep your secrets hidden and prevents employees from learning them and then leaving, potentially to better your opponents.

In order to avoid disputes in the future, you want to include certain elements in any NDA that you create. But what are they?

Be concise and direct

Forbes discusses some of the most crucial aspects of an NDA. First, you need to name all of the parties in the agreement. Typically, this includes you as the disclosing party, and whoever signs off in agreement as the recipient. In some cases, partners, affiliates and other agents may also need listing.

Next, you need to provide the information you want kept confidential. Be as clear about this as possible. You can orally confirm this in a discussion, but you want it all in writing, too. Go into detail. Make sure there is as little room for doubt or questions as possible.

Include exclusions and an ending

NDAs also have exclusions. After all, in some cases, it is unfair to expect an employee to keep information fully secret. For example, you cannot enforce confidentiality if both parties already know the information, even if they do not know this at the time of discussion. If the information leaks to the public, then it is unfair to hold employees to an NDA then, too.

Finally, decide when the NDA term will end. Most have an agreement period of anywhere from 2 to 5 years, but some can last decades. This means policing the agreement for decades, though, which is why many disclosing parties only set terms of years.

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