What Kind of Information Can a Non-Disclosure Agreement Address?

A confidentiality agreement and a non-disclosure agreement are the same document under two names; most businesses shorten it to NDA. It obliges whoever receives sensitive business information to keep it private and not pass it on. What matters in practice is what the agreement covers, what it cannot cover, and who is bound by it - and for how long.

Terms That May Be Included in an NDA

Is a confidentiality agreement the same as an NDA?

A non-disclosure agreement typically states that a party that receives confidential information about a business has the duty to keep this information confidential and prevent it from being released to others. An NDA may be mutual or non-mutual. Mutual agreements may be used in contracts involving two businesses or organizations, ensuring that each party will maintain confidentiality and avoid releasing sensitive information about the other party. Non-mutual agreements may be used in employment contracts, preventing an employee from releasing confidential information about a company either during or after their employment.

A company may take multiple approaches when identifying confidential information that is covered by a non-disclosure agreement. These include:

• General descriptions of confidential information - An agreement may include broad statements meant to cover multiple different types of information that a person or organization may encounter during their work or business deals. For example, an agreement may state that all of a company's marketing information, customer lists, financial data, and strategy documents are considered proprietary and confidential and may not be released to the public or any other party outside of the company. While these broad terms seek to provide as much protection as possible, they can create some confusion about the requirements that may apply to a person or company when handling information on a day-to-day basis.
• Identifying specific information that is confidential - To minimize confusion and ensure that certain documents or other sensitive information will be protected, an agreement may detail specific types of confidential information. This may be a good solution for short-term agreements or limited relationships, but it may not provide protection in situations where the information passed between the parties may expand or change over time.
• Marking information as confidential - To ensure that certain types of information are kept confidential, documents may be specifically marked as such. This may be done by using a "CONFIDENTIAL" stamp when sharing physical documents or including a notice in any information that is sent electronically. While this can ensure that the parties fully understand exactly which information is considered confidential, it requires an extra effort to make sure documents are marked properly.

What an NDA cannot cover

Some exclusions may apply to confidential information. Generally, information that was already known by one party prior to entering into an agreement, information that is in the public domain, and information received from third parties is not considered confidential.

Contact Our Fort Lauderdale Non-Disclosure Agreement Lawyer

If you need help drafting, reviewing, or enforcing a non-disclosure agreement, it is important to speak with an experienced business law attorney. At The Elliot Legal Group, P.A., our Fort Lauderdale business contracts attorney has the experience and skill to handle all aspects of these agreements. Our firm represents businesses of all sizes in a variety of industries throughout Florida. We also provide representation for clients in Washington, D.C. and Attorney Gavin Elliot is a licensed solicitor in England and Wales. Contact us at 754-332-2101 to set up a consultation and learn how we can assist with business litigation and other related matters.

Sources:

https://legal.thomsonreuters.com/en/insights/articles/confidentiality-agreements

https://www.investopedia.com/terms/n/nda.asp