Non-Disclosure Agreement (NDA)

By Lia Kopin-Green
/
September 15, 2022

What is a Non-Disclosure Agreement (NDA)?

A non-disclosure agreement (NDA), or a confidentiality agreement, is defined as a legally binding agreement that certain information will remain confidential. An NDA limits the parties from disclosing the information to a non-authorized party. These contracts are especially common in intellectual property law. They prevent the signing party from sharing information about intellectual property with anyone else. NDAs also allow businesses to share details about their IP without the risk of another party stealing or copying the invention or creation.

Key Takeaways

  • A non-disclosure agreement (NDA), also known as a confidentiality agreement, is a legally binding contract in which the signing parties agree that certain information will remain confidential.
  • NDAs are a common practice in intellectual property law.
  • An NDA can prevent third parties from disclosing intellectual property information, or stealing or copying inventions.

Protecting Intellectual Property with an NDA

Creating or establishing intellectual property may take a great deal of time, money, effort and patience. As such, it is imperative to put legal measures in place to prevent someone else from stealing your idea. You can protect your intellectual property by signing non-disclosure agreements. These contracts can be used to safeguard all kinds of IP, such as patents, copyrights, trademarks and trade secrets.

In some cases, you may be forced to expose confidential details about your intellectual property to a third party in order to promote or advance your business. For instance, an NDA is highly recommended before hiring any new employee if your company deals with sensitive information. As a result, the employee will not be able to disclose trade secrets or use the information to start a competing company.

Further, non-disclosure agreements can be used to preserve patent rights. NDAs can be used to provide additional protection while a patent application is being processed, since patent applications are often complex and time consuming.

Components of an NDA

Although the exact contents of an NDA depend on the case’s specific circumstances, there are a few common elements typically included in an NDA:

  • Names and other identifying information of the parties involved
  • A definition of what constitutes confidential information
  • Information about appropriate and inappropriate use of the confidential information
  • Any relevant exclusions from confidentiality
  • Time periods and restrictions
  • Legal consequences of a breach of the NDA

Bottom Line

To summarize, non-disclosure agreements are a highly effective tool that can be used to shield all types of intellectual property from infringement. However, it should be noted that an NDA must be drafted correctly in order for it to be considered legally binding. Insufficient information or incorrect legal language can result in a void contract. To be sure that your NDA is valid and enforceable, seek the assistance of an experienced intellectual property attorney. Your lawyer will ensure that the contract is tailored to your specific needs and includes key information about your intellectual property.

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