A non-disclosure agreement (NDA), also known as a confidentiality agreement, is usually the first step in formalising a business relationship with a third party, including potential suppliers, partners, agencies and consultants. It is the first step in ensuring private information cannot be disclosed to any third parties; whether that be within an organisation like a company or a union like a marriage.
An NDA should be put in place before giving third parties access to confidential information about the running of your business, to ensure that they are obliged not to share your confidential information with anyone else.
A good NDA will also ensure that they cannot use your confidential information for any purpose other than the reason you shared it with them in the first place. This would prevent them from using your information for their own commercial gain.
It should mention the parties to the agreement, the information that will be considered as confidential, each party’s rights, the duration and any exceptions to the agreement. The agreement should also note the procedures in the event that there has been a breach of the NDA.
NDAs are designed to protect any private information referring to any business or personal information that is not publicly available, such as budgets, promotional activities, market plans or opportunities, trade secrets, source code, know-how, product information or manufacturing methods.
The information must be ‘confidential’, once the information is now public, it will no longer be protected by an NDA. Using an NDA will also ensure that talking about your inventions and ideas will not prevent you from claiming intellectual property rights over them later, giving you protection before a deal is finalised.
NDAs must be personalised to ensure that they provide the right protection for your situation, and can be enforceable if need be.
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