A Non-Disclosure Agreement or an NDA is a contractual agreement between the party sharing information and the party receiving information. The agreement specifies that the information can is shared in certain circumstances but not outside the purposes specified in the NDA.
Put it in writing – The NDA should be a written document with all parties signing their consent.
Proper legal names – The legal names of all parties should be correct.
Limitations of use and purpose – The NDA should define the information, its purpose and how it is used. The NDA should also state the liabilities that will be imposed on the parties if a breach occurs.
Excluded Information – Information that is excluded from the NDA should be stated. For example, information that is available to the public, information that is available to the receiver or from a third party who is not under an NDA can be excluded.
Duration – The period that the information will be maintained should be stated.
Requirements for safeguarding information – The party disclosing the information will have to ensure that the information is protected from misuse.
Remedies for breach – Remedies could include an injunction to restrain the breach.
Proprietary information identified – If a document is deemed as confidential, this should be stated on each page of the document.
Confidential information after the agreement ends – This section describes how the information is handled after the agreement ends.
Enforceability – Proof is essential to support a case in the event of a dispute. Therefore, all confidential documents should be marked and meeting minutes documented at important events.