About these documents
Note that a confidentiality agreement is often referred to as a non-disclosure agreement or “NDA”. There is no difference in the meaning.
There are many situations where you might want to disclose confidential information that is private, valuable or both. Much of the time, the party (whether a business or an individual) to whom you divulge will be in a situation to be able to benefit from the using the information (perhaps in direct competition against you) or from the passing of it on to someone else. You can use a confidentiality agreement to prevent them from acting on the information, and thus to protect your personal or business information or ideas.
The nature and subject of the information is not as important as how it will be used. The information being protected can be something as basic as a bank account statement or as esoteric as a chemical formula. These documents are drawn broadly to cover all information passing to the other party, but in a way that enables you to insert your own precise secrets if you want to specify them.
Even the signing of a non-disclosure agreement reminds the other party that the information is sensitive, so he or she cannot later claim ignorance of its value to you.
You can also use these non-disclosure agreements to prevent a contractor or supplier from stealing your intellectual property or business “know-how”.
What is in these agreements?
First and foremost, we provide a very wide definition of confidential information so that you can easily edit it to cover your precise requirements.
These documents give you choices as to how you want the recipient of your information to deal with it. You may limit disclosure to the person who signs this agreement or you may allow him to pass the information to other professional advisers or employees or consultants.
All our non-disclosure agreements:
- can be used when either or both parties are individuals or businesses
- are fast to put in place: our guidance notes make completion easy
- provide strong legal protection
- can be used to protect defined information, or generally
- are suitable for any sort of confidential information
- cover the security of disclosed information: how information must be kept and stored
- comply with the requirements of the Data Protection Act 1988
Points to consider in how you manage confidentiality and non-disclosure
You should recognise that all the legal agreements in the world cannot prevent accidental or unintentional disclosure (for example, careless talk over a drink with a friend, or when leaving your documents out for public rubbish collection).
You can manage risks by limiting the information that you disclose, and the people who know about it. Both these things are covered by our non disclosure agreements. We all tend to be diffident about asking for a confidentiality agreement from people we "trust" with their ideas, but who have no obligation to keep our secrets safe, (for example, friends, potential investors, partners and customers). This is a great mistake. The upside of protection from insisting on an agreement, however awkward, far outweighs the downside of loss of private data.
Once enough information has been exchanged for terms of a deal to be agreed, another Net Lawman document (for example, a business sale agreement) will record the details and continue the requirement for confidentiality for as long as necessary.
Either party can initiate use of a non-disclosure agreement. If you are the receiver of information, you can make the other side at ease by suggesting the use of one before they do.
Remember to be sure that an agreement is dated and signed before information is disclosed.