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Independent contractor confidentiality agreements also do the following: Require contractors to protect your proprietary information from unauthorized disclosure and theft by third parties. Prohibit contractors from reverse engineering privileged processes, techniques, or products for their own benefit.
For the agreement to adequately protect against unwanted disclosure, the parties must clearly describe the information or types of information they wish to protect and the scope of each party's non-disclosure obligation.
The agreement will name the party or parties involved, the items subject to non-disclosure, the duration of the agreement and the obligations of the recipient(s) of confidential information.
It is possible to void an NDA if the party signing it had access to the information before formally becoming a signatory. One of the most compelling instances in which an NDA is revocable or ?null and void? is when a court order is imposed or a government regulation requires its disclosure.
A confidentiality agreement should include a clear definition of the confidential information, scope of the agreement, obligations of the receiving party, the duration of the contract, any exceptions to confidentiality, and the consequences of a breach of the contract.
If you have signed an NDA and violated it by disclosing confidential information illegally, you can be subject to lawsuits from the other party to the NDA as you have breached the contract. You may also be sued for intellectual property violations such as copyright infringement and breach of fiduciary duty.
Five other key features must be included in your NDA to ensure it's legally binding, including a description of confidential information, obligations of the parties involved, any exclusions, the term of the agreement and consequences of a breach.
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.