A legally binding contract, known as a confidentiality agreement, commits a party or organization to keeping specific information private. Confidentiality agreements, while useful in various situations, primarily aim to protect trade secrets or specific information that a party to the agreement desires to maintain confidential. It’s crucial to understand confidentiality agreements, their contents, and how they operate if you’re about to sign one.
Why are confidentiality agreements used?
Non-disclosure agreements (NDAs), another name for confidentiality agreements, can be mutual or one-sided. When one party wants to reveal certain information to another, but only if the other party agrees to keep it confidential, a one-sided or unilateral NDA can be helpful. Mutual nondisclosure agreements (NDAs), sometimes known as bilateral or multilateral NDAs, are a kind of confidentiality agreement in which two parties agree not to reveal any information they discuss with one another.
These kinds of agreements are useful in many different contexts. Employers frequently use nondisclosure agreements (NDAs) with their staff to ensure that employees don’t divulge or even sell confidential or “trade secret” information they acquire while working for the company. This helps prevent competitors from gaining access to the company’s trade secrets. Agreements with independent contractors frequently include non-disclosure clauses of this kind for the same reasons.
NDAs for mergers and acquisitions (M&A) are also typical. They are used when two businesses start talking to each other because they ensure that any information that surfaces will remain confidential until the businesses join. Confidentiality agreements also safeguard economic interests, intellectual rights, client relationships, and other information that, in the wrong hands, could compromise the success or value of an individual or firm.
NDAs are considered civil contracts, and breaking one can result in a variety of unpleasant consequences. Although breaking a contract isn’t always illegal, it gives the other party the right to sue. Following a breach of secrecy agreements, the aggrieved party typically demands monetary reparations for the violation and may also be required to cover related legal fees.
Which Sections Are Typically Included in a Confidentiality Agreement?
It is crucial to investigate any state-specific rules before writing a confidentiality agreement. Furthermore, you should try to be as clear as possible, because it will probably be more difficult to enforce an excessively broad confidentiality agreement. To make sure you haven’t overlooked any crucial details, it is essential to have a lawyer or contract expert review your agreement as you are preparing it.
For example, an NDA cannot stop the signer from disclosing information concerning criminal acts, information that is readily available to the public, or information that they knew before signing the agreement.
Understanding Confidentiality Agreements Before Signing Them
Check any confidentiality agreement you’re asked to sign with a lawyer to make sure you understand the terms. Numerous confidentiality agreements grant the other party the ability, in specific situations, to sue you. To prevent that activity, you must know what it entails and the rules. Signing a non-disclosure agreement (NDA) without reading it is not a valid defense in court, as you must uphold any legal document you sign.
Whether you sign an NDA or not, the law protects trade secrets. Nearly all states prohibit disclosing trade secrets to a rival under the Uniform Trade Secrets Act (UTSA), which carries severe penalties, including fines and jail time.
Some employers may also request a non-compete agreement or clause, especially if they plan to recruit you on a long-term (as opposed to a freelance) basis. For a predetermined period, a non-compete agreement restricts an employee’s capacity to work for or establish a company that could potentially compete with their previous employer.
Some confidentiality agreements may also include a non-solicitation clause. This type of contract prevents you from attempting to steal the company’s clients by reaching out to them for personal gain or providing a rival with their contact information. In the end, it’s critical to comprehend the terms of any arrangement you enter into before signing a confidentiality agreement or any other type of formal contract. It’s also a smart move to ask for a copy to keep for your records in case you have any questions later on.
How to Write a Non-Disclosure Agreement
Hiring a lawyer to design a confidentiality agreement is perhaps the most straightforward approach to ensuring that it is well-drafted. If the compromise of your secrets could result in significant financial consequences, we strongly advise you to consult a legal practitioner. This holds particularly true if you desire a highly detailed contract, as different states may have varying regulations regarding contract enforcement and permissible inclusions.
Online resources can be useful when dealing with less formal situations or if you just want to see a clearer representation of a typical confidentiality agreement. Sites with legal templates can assist you in creating your own contract. To design a viable contract for you, they ask you a number of questions, such as what state you want to use the contract in and what kind of information you want it to safeguard.
Once your document is ready, you can either store it online for both parties to collect signatures or print it. If you require an informal agreement, this can be a far less expensive and time-consuming method. Just remember that it’s always a beneficial idea to get legal advice to ensure the document is sound.
