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What to include in a non-disclosure agreement

On Behalf of | Nov 9, 2022 | Intellectual Property |

A non-disclosure agreement (NDA) can be your first line of defense in protecting your trade secrets. Therefore, you need to ensure you get everything right and avoid anything that could void the confidentiality agreement or risk sensitive information about your business falling into the wrong hands.

NDAs are legally enforceable, but the courts will only enforce an agreement that is properly drafted and executed. Its terms must also be fair and unambiguous, as explained below.

Important inclusions in your NDA

You should start by identifying all the parties bound by the NDA. Sometimes, this extends to third parties with access to the classified information. By identifying all the players involved and their obligations under the agreement, you will ensure there are no loopholes that could risk your trade secrets.

The NDA should also provide a detailed definition of the confidential information you seek to protect and ensure all parties understand what the NDA covers. Not all information about your business is a trade secret, and it is necessary to describe such proprietary information. 

The scope of your NDA detailing how the receiving parties should handle your trade secrets and any applicable exclusions are also crucial aspects of such an agreement. Other key things to have in mind when drafting a confidentiality agreement include the timeframe of the NDA or how long it remains binding and specific provisions that address violations of the terms.

Protect your trade secrets and business interests

A solid, well-crafted NDA can protect your business from potential losses and provide the much-needed reassurance that your information is secure. If you have any concerns about a breach or when creating a solid document that will serve its purpose, it is best to seek informed guidance rather than take chances with what could be the lifeline of your business.