Non-Disclosure Agreements (NDA) – Mutual & Unilateral

Description

Non-Disclosure Agreements (NDAs, also called confidentiality agreements or secrecy agreements) establish legal frameworks protecting confidential information disclosed between parties during business relationships, negotiations, or partnerships.

Our NDA drafting service addresses mutual NDAs where both parties disclose confidential information to each other (typical for partnership negotiations, technology discussions) and unilateral NDAs where one party discloses (typical for vendor discussions, potential investor conversations).

We establish confidential information definition addressing information receiving protection including technical data, business plans, customer lists, financial information, and trade secrets, with specific inclusion and exclusion provisions.

We draft exclusions from confidentiality addressing that certain categories of information do not receive protection including information already public (prior to disclosure), information independently developed without using disclosed confidential information, and information received from third parties without confidentiality obligations.

We address duty to protect provisions establishing that receiving party must protect disclosed confidential information using same care used for own confidential information (or defined standard like “reasonable care”), implement security measures preventing unauthorized access, and limit access to employees and advisors with legitimate need to know.

We draft permitted use provisions establishing that information may be used solely for purpose of discussions (evaluating business opportunity, technology partnership), and restricting use for competing purposes or independent development.

We establish return and destruction provisions requiring that receiving party returns or destroys disclosed information and certifies destruction upon request or termination.

We address exceptions to non-disclosure obligations including legally required disclosures (court orders, regulatory requirements) where receiving party must provide notice enabling disclosing party to seek protective orders.

We draft provisions on feedback and improvements addressing that if receiving party develops improvements or modifications to disclosed information, ownership rights are clarified (typically improvements belong to developing party).

We establish third-party beneficiary provisions addressing whether advisors (lawyers, accountants, consultants) have independent obligations or only receiving party is bound.

We draft remedies for breach addressing that monetary damages may be insufficient remedy for breach of confidentiality (given unique nature of trade secrets), and injunctive relief is appropriate remedy.

We address irreparable harm language supporting injunctive relief. Our term and survival provisions establish duration of confidentiality obligations (during relationship and for defined period post-termination typically 3-5 years), and perpetual protection for trade secrets.

We address residual information exceptions addressing whether employees retain rights to use information retained in unaided memory (varies by jurisdiction). Our provisions address no obligation to negotiate establishing that NDA does not obligate parties to negotiate or contract, and no partnership relationship arises.

We draft provisions clarifying no license is granted to intellectual property.

We counsel on jurisdiction and governing law selection, often critical in international NDAs.

We address GDPR and data protection compliance if NDA involves personal data.