WHAT IS A NON DISCLOSURE AGREEMENT AND HOW TO USE IT

I have a friend who is a lawyer and he would always say “this is not a legal advice” before he dishes a powerful advice and for some time I really didn’t know what it means.

I finally found out that lawyers take their clients very personal unlike business consultants because they believe that if you take their advice as a client, and act on it and things don’t go as you plan, you actually have the power to sue them, these folks really know the power of their words, also in some other regions, practicing law without a bar license is also an offense and also a lawyer has their jurisdiction, so they always give advice based on the jurisdiction, for instance a Maritime lawyer can give you an advice concerning law but isn’t legalized to give a legal advice on property etc.

So like my friend would say, “THIS IS NOT A LEGAL ADVICE BUT A BUSINESS ADVICE” when it becomes profitable you can pay me 😌

So as the name entails, Non disclosure agreement is an agreement that restricts access of information disclosed or discussed to third parties, partnership.

In the movie, Suits I noticed how Jessica and Harvey were limited in the conquest for their company from Daniel Hardman who was caught cheating on his wife and decided to leave the company for Jessica on grounds that she signed a Non disclosure agreement (that she or the company employee won’t use that information against him in the future else he would sue her for all she’s worth and of course the company)

Most companies give their new employees NDA to sign before they are recruited, so that they don’t discuss the trade secrets or clients business with other competitors.

The NDA is also known as Confidentiality agreement, Confidential disclosure agreement, Proprietary information agreement, Secrecy agreement.

The NDA can be unilateral, bilateral and multilateral.

Now we must understand what confidential means that this is a secret and you’re making efforts to keep it a secret but then within the confines of a secrecy obligation, the party can use the secret under the supervision of a legal advisor and if the secret is used to evaluate the business relationship and progress without hurting the economic status of the discloser.

Some companies would not sign the NDA prior to your discussion with them because of the time limit of the NDA which depends on how quickly the information may become obselete, also they could have an ongoing or similar matter that you want to discuss with them behind the scenes especially if it is a competitive market or industry, no one would want to be limited by a piece of information you disclosed that they might have come up with in the nearest years.

There are different types of confidential information

✓ Technical and engineering research

✓ chemical composition and methodologies

✓ blueprints and designs

✓ trade secrets

✓unpublished parents publications

✓business and marketing plans

✓ business strategies

✓ programs, Financial budgets

✓projections, employee and contractor records

✓business methods, operations and production.

Exceptions to the confidential information

✓ information publicly known and made generally available after disclosure through no action or inaction of the recipients

✓ information publicly known in the public domain prior to the time of disclosure.

✓ information already in the possession of recipients without confidentiality restrictions

✓ information obtained by the receiver from a third party without a breach of confidentiality.

✓ information independently developed by the recipients

One must know that the NDA doesn’t need to be in writing, it could be verbal and later a follow up letter should be sent to the company stating that which was confidential and said in the meeting alongside with the date of the meeting and this letter has to be acknowledged.

Also if a company refuses to sign the NDA, while discussing with the other party, don’t reveal all but just the benefits.

Who needs a NDA, every body who wants to discuss with another party or parties an information that could be used without your consent and it could jeopardize your economic status.

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