A non-disclosure agreement (NDA), also known as a confidentiality agreement, is a legal contract between two or more parties outlining confidential materials, knowledge, or information. Additionally, the involved parties are restricted from sharing such information with outside parties not mentioned in the signed non-disclosure agreement. The purpose of a non-disclosure agreement is to protect proprietary information and, in our field, our client’s intellectual property. A non-disclosure agreement provides assurance that proprietary information will not become public knowledge. A non-disclosure agreement will not, however, cover matters of public record, for instance, an address. When drafting a non-disclosure agreement, we verify what information our clients would like to be kept confidential. From our experience, it is best to outline the details in the non-disclosure agreement, and communicate what information should not be disclosed with outside parties.
Nevertheless, there are exclusions and limits to a non-disclosure agreement. Should the recipient of the non-disclosure agreement have prior knowledge of the information from a different source, then the information becomes common knowledge. Common knowledge cannot be covered under a non-disclosure agreement. A non-disclosure agreement may also be subject to questions if an involved party becomes a subject of a subpoena.
In the case that a non-disclosure agreement is breached, the party who revealed the confidential information could be sued for damages, and possibly be held in contempt of court. Our attorneys are adept in writing a non-disclosure agreement should it be needed. Our attorneys are also capable in handling cases of possible breaches of a non-disclosure agreement. Should a breach be found, we are confident our attorneys are able to handle and address the situation. Please feel free to contact the Plus IP Firm if you feel that your agreement has been breached or if you are in need of a non-disclosure agreement.