NDAs, or non-disclosure agreements, are legally enforceable contracts that create a confidential relationship between a person who has sensitive information and a person who will gain access to that information. A confidential relationship means one or both parties has a duty not to share that information.
Outline the Scope of the Confidentiality Agreement Make sure to include the confidential information you need to protect under the agreement, including business secrets, financial information, and customer data. The agreement should also specify the parties involved, including the disclosing and the receiving parties.
A confidentiality agreement should include the names and addresses of the parties to the contract. Consider also including: Reason for the agreement: Explain why you're sharing this information. The information disclosed: Be specific about the subject matter and what exactly is included in the agreement.
1) Any confidential information provided by the disclosing party to the receiving party in written form must be clearly marked as "confidential" when first communicated. This is required to designate the written material as containing sensitive information subject to the confidentiality obligations under the agreement.
If you frequently send documents like NDAs for signature, you should consider using electronic signatures. E-signature technology is easy to use, mobile-friendly, secure and legally admissible.
For example, you can use encrypted email, password-protected files, cloud-based storage, or VPNs to transmit and store confidential information. Avoid using unsecured tools, such as personal email, public Wi-Fi, or social media, to share confidential information.
What to Say to Address Confidential Information with Candor and Care 1) “I protect sensitive information. 2) “I understand this can feel frustrating (or that you're curious)…” ... 3) “I'm sorry, but I'm not able to talk about that.”
Clear identification of confidential information An effective confidential email disclaimer should clearly identify the type of information that is considered confidential. This helps recipients understand what they should keep private and protects your organization from unintentional disclosures.
Unilateral NDAs need only the signature of the receiving party, whereas mutual non-disclosure agreements need the signatures of both parties. There are some differences from state to state, but on the whole, this holds true for most jurisdictions.
Typically, a legal professional writing the NDA will complete these steps: Step 1 - Describe the scope. Which information is considered confidential? ... Step 2 - Detail party obligations. Step 3 - Note potential exclusions. Step 4 - Set the term. Step 5 - Spell out consequences.