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As with any contract, a nondisclosure agreement can be legally broken or ended. For example, the agreement might not be legally enforceable, in which case you can break it because you'll win a lawsuit. Alternately, you might negotiate with the other party to end the agreement early.
The NDA should ensure that any third-party recipients of the information are also subject to confidentiality obligations. This can be done by requiring that the third-party enter into a separate NDA (known as a back-to-back NDA) on substantially the same terms as the original agreement.
If your company discloses confidential information without having the NDA agreed to first, ensure that the NDA applies retroactively by setting the effective date as the date on which confidential information was first disclosed, not the date on which the agreement was signed.
Agreements with perpetual confidentiality requirements should be clear to avoid applying the law of a state that requires time limitations. In any state, if the nondisclosure obligations are to be perpetual, it is helpful to keep that obligation reasonable, and thus not anticompetitive.
Some NDAs may have an expiration clause that lasts for a certain number of years after the agreement is signed, while others may specify an expiration date. In some cases, an NDA may have no expiration date, and the confidential information must be kept secret indefinitely.
Term of agreement and survival of nondisclosure obligations Confidentiality agreements can run indefinitely, covering the parties' disclosures of confidential information at any time, or can terminate on a certain date or event.
There are several reasons why an NDA might be unenforceable, however. If the NDA is too broad, the information under the NDA is not actually confidential, or if the agreement requires the employee to do something illegal.
Violating an NDA can have serious consequences ? NDAs are legally binding contracts. If an employee has violated an NDA, then the company may take legal action. The most common claims in NDA lawsuits include: Breach of the contract (such as the breach of NDA)