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disclosure agreement is a legally binding contract that establishes a confidential relationship. The party or parties signing the agreement agree that sensitive information they may obtain will not be made available to any others. An NDA may also be referred to as a confidentiality agreement.
The information not protected by a confidentiality agreement includes: Information the recipient knew prior to signing the agreement. Information the recipient learns from alternative sources or information that is public knowledge.
The use of the NDA, however, has become much more widespread. It is now one of the most common methods lawyers use to protect their client's confidential information, be it business or private personal information that they simply do not want others to know.
Typical exceptions to the definition of confidential information include (i) information publicly known or in the public domain prior to the time of disclosure, (ii) information publicly known and made generally available after disclosure through no action or inaction of the recipient, (ii) information already in the
Key elements of Non-disclosure AgreementIdentification of the parties that are signing the agreement. A precise definition of what is considered confidential under the agreement. The clear reason as to why the information is shared and for what purpose.
An NDA creates a confidential relationship between the parties, typically to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects non-public business information. Like all contracts, they cannot be enforced if the contracted activities are illegal.
To create a legally-binding non-disclosure contract, you must use specific language when defining confidential information, parties, and scope. Broad language that can be interpreted many ways may not hold up in a legal dispute.
In a unilateral NDA, one party agrees to non-disclosure of confidential information belonging to the other party. In a mutual NDA, both parties agree not to reveal the other's confidential information.
Some NDAs will bind a person to secrecy for an indefinite period of time so that at no point in time can the signer divulge the confidential information contained in the agreement. Without such a signed agreement, any information disclosed in trust can be used for malicious purposes or be made public accidentally.
The Key Elements of Non-Disclosure AgreementsIdentification of the parties.Definition of what is deemed to be confidential.The scope of the confidentiality obligation by the receiving party.The exclusions from confidential treatment.The term of the agreement.