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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.
Confidentiality agreements are sometimes put in place at a later date than the date they are actually drafted ? thus memorializing a prior agreement. Again, backdating of such an agreement is entirely appropriate.
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.
You do not need a lawyer to create and sign a non-disclosure agreement. However, if the information you are trying to protect is important enough to warrant an NDA, you may want to have the document reviewed by someone with legal expertise.
Effective Date means the date of the signature of the last Party to sign this NDA.
NDAs can be very effective and they can last indefinitely. The Coca-Cola recipe, for example, has been kept secret for well over 100 years by the continuous use of secrecy procedures, including NDAs.
It is important that an NDA is in place before any discussions take place, as any information shared outside an NDA may not be protected. It is not good practice to backdate an NDA as there is a risk that a party may have already shared the information disclosed, or refuse to agree to an NDA at a later date.
The term of the NDA indicates how long the NDA will remain in effect. Typically, the standard use for NDAs ranges from one to five years. However, this all depends on the nature of the transaction or market conditions.