Non-Disclosure Agreements – Are they important?

There are many reasons why you may need to insist on a party to sign a Non-Disclosure Agreement (NDA) or you may be the person who has been asked to sign one and need clarity or reassurance on this request.

Lawdit draft new NDA’s and review them frequently. There are different reasons for a company to wish for an NDA to be signed but ultimately it is to protect trade secrets and ensure confidentiality through negotiations. Trade secrets are important to protect because it provides an advantage over competitors such as the secret of coca cola or KFC. If you were to be working for these companies or you were an interested party in buying it, then any negotiations would not happen without your consent to sign an NDA and the consequences of a breach of this would be very serious.

There are different types of NDA’s to be mindful of, namely those which are mutual, those which are one way, leaning more in favour of the company disclosing the content and those which are one way leaning more in favour of the recipient or interested party. Each version of an NDA will be important ensure that a legal adviser has cast its eye over it and suggested changes to try and make it more mutual to both parties. However, the reality is that if the recipient whish to enter negotiations or work for an organisation that wishes to protect its interest, then it will have to conform to the wishes which are set out in the NDA.

Confidentiality is imperative and there is also some protection such as intellectual property rights and technical assistance that the company may use internally. Most of all, it will be important not to assume that everything is confidential and make sure you ask for legal advice as to what constitutes confidential information and who, if you do need to divulge information, you can send it to. Usually it will be professional advisers such as lawyers and accountants and management staff that need to be aware of certain discussions or information that is passed over.

There will also need to be consideration as to the time limit for any NDA. This is because you may end up signing up to an unreasonable timeframe or even are the person wishing to issue an NDA on someone and are concerned that you are being lenient.

There is also a very common reason for an NDA to be issued and that is to protect information about a new business that you have yet to unleash to the world and are in talks with potential partners but do not want the context or detail or even patent designs to get out and in turn need reassurance that you are protected. Either way, Lawdit will be able to advice on any aspect of confidentiality and the drafting or reviewing of an NDA either as a template or bespoke for each reason that you need it.

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