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.
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.
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.
If you've forgotten to send an NDA, promptly and professionally ask them to sign a retroactive NDA. Be sure to adjust NDA phrasing and language ingly, to accommodate retroactive consumption of sensitive information.
“The Receiving Party agrees to maintain the confidentiality of the Disclosing Party's Proprietary Information for a period of five (5) years from the date of disclosure, unless such information becomes publicly available through no fault of the Receiving Party or as required by law.”
Backdating a document is potentially a criminal offence under section 17 (false accounting) or section 19 (false statements by company directors) of the Theft Act 1968 and in certain circumstances it may also constitute forgery or conspiracy to defraud.
Whether or not the overall agreement has a definite term, the parties' nondisclosure obligations can be stated to survive for a set period. Survival periods of one to five years are typical. The term often depends on the type of information involved and how quickly the information changes.
Confidentiality agreements can run indefinitely, covering the parties' disclosures of confidential information at any time, or can terminate on a certain date or event. Whether or not the overall agreement has a definite term, the parties' nondisclosure obligations can be stated to survive for a set period.
While this kind of time limit is intended to balance the disclosing party's need for secrecy and the receiving party's interest in minimizing its responsibility under the agreement, such expiration dates in NDAs can unintentionally undermine efforts to maintain trade secret protection.