Non-Disclosure Agreement (NDA)

Use our attorney-drafted non-disclosure agreement, also known as an NDA, to protect against and prevent the disclosure of sensitive and confidential information.

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Protect & preserve confidentiality between two businesses that wish to share sensitive and important information by using our two-way Non-disclosure agreement (NDA). Our mutual NDA gives protection to each business that needs to share information but needs to ensure that it is not divulged to a third party. You can have the confidence to both get to know each other and see the essential information required to make an informed decision whether to do business together or to enter in any other long term partnership.

What is a Non-disclosure agreement/ NDA also referred to as a Confidentiality Agreement

An NDA or Non-disclosure agreement is a legal contract that gives protection where two or more parties disclose confidential information to each other.

When to use a Non-disclosure Agreement

Use our Non-disclosure agreement/ NDA:

  • if you want to exchange sensitive, confidential and essential information with a third party business or person.
  • To ensure the other party understands that the confidential information being shared is valuable.
  • To impose requirements on how that confidential information should be protected.

What does a Non-disclosure Agreement cover?

Our Non-disclosure agreement/ NDA covers:

  • what is the definition of confidential information
  • how to protect the confidential information
  • which parties are allowed to receive the confidential information
  • the disclosures that are required by law
  • how to terminate the Agreement
  • all remedies available for any breach of confidentiality

When do I need to use a confidentiality agreement?

The situations when you may need to sign an NDA are varied. The common scenarios would include:

  • engaging a consultant in your business
  • discussing taking on potential investors or joint venture partners
  • taking on a new employee
  • discussing the sale of your business with interested parties

By getting the other party in these scenarios to sign an NDA gives you the confidence and protection to share any important and sensitive information. The NDA protects the information by directing that anything shared will not be disclosed to a third party (except within agreed circumstances) and outlines the penalties if the information is shared.

What types of information can be protected by an Non-disclosure Agreement / NDA?

Mostly any information can be classed as confidential information. You can protect your commercial information as well as personal information. Types of confidential information that can be protected by an NDA include financial information, databases, trade secrets, patents and other proprietary or classified information.

What is the purpose of creating the Non-disclosure Agreement / NDA?

The NDA must be created for a specific purpose, also known as the disclosure or permitted purpose. Disclosing the information must be for a specific reason and must be legitimate. The purpose should be as clear as possible, e.g. to advance the sale of your business.

When information in the Non-disclosure Agreement / NDA is not considered to be confidential.

Some information is not seen as confidential even though it may be sensitive.

  • If information is already known to the receiving party at the time of disclosure.
  • If the information is already known to the public
  • if a third party had previously disclosed the information to the receiving party and that third party did not breach any legal or contractual obligations when he revealed that information.
  • if the information is required to be disclosed by law or rules of any court

When does a non-disclosure agreement come to an end?

The period for which each party must keep the information confidential will vary depending on the circumstances. Non-disclosure Agreements may be terminated immediately by giving notice in writing. Both parties should decide a realistic time frame for the Agreement as information can lose its’s commercial value or confidential nature over time.

What are the legal remedies available for breach of confidential information in a Non-disclosure Agreement / NDA?

Remedies available to both parties for breaching a Non-disclosure Agreement should be in proportion to the wrong done by the breach—Remedies available include, damages and or an injunction to stop the use of the information.

 

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