Non-Disclosure Agreements, or NDA’s, are a big part of the creative industry. If you’re a full-time freelancer or if you outsource regularly, NDA’s should be an integral part of your process when starting a job with a new business partner or client. In this article, I’ll outline important need-to-know details regarding NDA’s.
What is an NDA and why is it necessary?
An NDA is a legal contract between at least two parties that is commonly signed when a business partnership is formed. It outlines an agreement not to disclose information covered by the agreement outside of the two parties. It creates a safeguard for protecting confidential material, knowledge, or information that will be shared for the purposes of completing a project.
Entering into an NDA increases the risk that the recipient may face charges of trade secret misappropriation if it develops similar information in the future or inadvertently discloses or uses the information.
Just think, if the Winklevoss twins would have made Mark Zuckerberg sign an NDA, there would be no Facebook!
An NDA may also be called:
- Confidentiality Agreement (CA)
- Confidential Disclosure Agreement (CDA)
- Proprietary Information Agreement (PIA)
- Secrecy Agreement
Example of an NDA agreement
The verbage of these agreements come in variety. There are hundreds of example NDA’s out there. Though you should customize the NDA to your needs, below is a general statement that will get you started:
[name of person recieving information] having an address of [their address] (hereinafter referred to as “Recipient“), in consideration of receiving information regarding an idea entitled “[name of your confidential information] ” (hereinafter referred to as the “Idea“), for the purpose of [eg. deciding on investment] and [any other purpose] , having an address of [their address] , (hereinafter referred to as “Owner“), hereby agree that:
- Recipient will maintain the information concerning the Idea obtained from Owner in strict confidence.
- Recipient will not disclose the Idea to anyone other to its employees or otherwise act upon the Idea with anyone else
- Notwithstanding any other provisions hereof, Recipient shall not be liable for use, release or disclosure of any information that:
- is required by judicial action after all available legal remedies to maintain the information in secret have been exhausted;
- is known to Recipient prior to the disclosure to Recipient by Owner;
- is independently developed by Recipient without any breach of this agreement; or
- is approved by Owner for use or public release.
- This Agreement shall remain in force and effect for one (1) year from the date set forth below.
- The undersigned has the authority to execute this Agreement to hold confidential on behalf of himself and on behalf of Recipient.
This agreement shall be governed by and construed in accordance with English law.
Company: ______________________ Company:_________________
Name: _________________________ Name: ____________________
Signature: ______________________ Signature: _________________
Date: __________________________ Date: _____________________
Information that should be protected by an NDA include:
- Manufacturing processes
- Business Strategies and Methods
- Designs, blueprints and specifications,
- Physical Devices and Articles
- Customer Lists
- Collections of Data
Download Facebook’s visitor NDA
Add your voice to this post. Leave a comment and express exactly how you would feel about NDA’s if you’ve ever dealt with them. Has your experience with NDA’s been good or bad?