Confidentiality agreements, often called non-disclosure agreements or NDAs, are legal contracts that individuals or businesses are sometimes asked to sign. NDA’s are required between businesses when they are sharing information such as during a joint venture. One may also use an NDA if an individual or business desires to purchase another business. This protects both the buyer and seller of the business regarding its trade secrets and financial information. The use of NDAs is far reaching, and it is necessary to use the correct language to ensure that the NDA is enforceable in a court of law.
Likewise, an employer may require an employee to sign a confidentiality agreement at the beginning of employment or when the employment relationship is terminated and certain aspects of the termination, such as severance pay, are to be kept confidential. Employers must understand how to properly draft these agreements so they are fully protected, while employees must ensure they are not giving up certain rights. An experienced non-disclosure attorney at Beth Santilli Law, LLC can help both businesses and individuals as well as employers and employees when entering into these agreements.
What is a Confidentiality Agreement?
Confidentiality agreements are contracts that protect certain information from being made public. In most cases, confidentiality agreements are used to protect trade secrets. Trade secrets can include processes, formulas, or other information that is crucial to a business’ operation and that is unique to that business. Businesses take significant steps to keep their trade secrets confidential and so, they may ask employees and other businesses or individuals to sign a non-disclosure to maintain that secrecy.
All confidentiality agreements should clearly state the purpose of the NDA, the duration of the NDA, and name the people that can access the information. In some cases, such as when an employee has access to a person’s social security number, an NDA can be in effect indefinitely. If one party does not uphold the terms of a confidentiality agreement, they can be held liable for breach of contract.
Provisions to Include in Confidentiality Agreement
Confidentiality agreements can include various types of information, including:
– The engineering and manufacturing process of a company
– Business methods and strategies
– Specifications and designs
– Physical devices
– Computer software
– Customer lists and vendors
Provisions that Cannot be Included in an NDA
Just as there are provisions that can be included in a confidentiality agreement, there is certain information that should not be included in an NDA. Non-disclosure agreements are meant to keep certain information confidential. As such, they cannot include information that:
– Is already public domain
– The law requires to be disclosed
In addition to this information, there are certain circumstances in which a confidentiality agreement may not be upheld. These include when:
– The party disclosing the information did not take proper steps to protect it
– The information can be easily obtained from public data
– A person learns of the information through their own discovery
Although confidentiality agreements offer a great deal of protection, they do have their limitations. A confidentiality agreement lawyer can help ensure all parties are protected and do not run into future problems.
Get Legal Help Today
If you need to create a non-disclosure agreement that protects your business, or if you have been asked to sign one, a knowledgeable confidentiality agreement attorney at Beth Santilli Law, LLC can help. Attorney Santilli has the experience necessary to draft these agreements in a manner that will uphold your rights and provide the protection you need. Contact us today to learn more about how we can help.