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Term of agreement and survival of nondisclosure obligations 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.
NDAs that are oppressive, overreaching in scope and seen as an attempt to protect irrelevant information can also meet challenges and be invalidated by courts. Other reasons for invalidating an NDA include: Wrong party listed in the NDA ? Companies can use separate legal and trade names.
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.
Most NDAs will have a clause allowing either party to amend the agreement. An example of this clause is as follows: ?This agreement may only be amended by a written instrument executed by the parties?. Under this clause, it is possible to amend the agreement to extend the term.
Even the most well-written NDA can be invalidated if it's signed by the wrong person. For example, the representative may actually have no authority to bind the company to an NDA, or the company may require multiple people to all give their approval.
In general, NDAs are used when there is a unilateral flow of classified data, while confidentiality agreements are designed to be used when two or more parties share proprietary information.
NDAs are legally binding contracts, but enforcing them can be demanding and costly. This is because they often involve confidential information that may be complicated to prove or quantify, and breaches may be difficult to detect.
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.