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Making a Non-Disclosure Agreement
A Non-Disclosure Agreement (NDA) is a legally enforceable contract that establishes confidentiality between two parties—the owner of protected information and the recipient of that information. By signing an NDA, participants agree to protect confidential information shared with them by the other party. In addition to not divulging or releasing the information without consent, the recipient also agrees not to copy, modify, or make use of the information in any way that is not authorized by the owner.
A signed NDA form can help you avoid a lot of problems as a business owner. Without a Non-Disclosure Agreement in place, your confidential information can be disclosed publicly or otherwise used by employees, vendors, clients, or anyone else that you share them with. A Non-Disclosure Agreement lets the recipients of your proprietary information know that you expect confidentiality and it authorizes you to take legal action if the contract is violated.
Confidential information typically can include items such as:
Confidential information generally does not include:
You can customize the Rocket Lawyer NDA template in minutes. Here's what should be included in an NDA:
Parties to the agreement
Confidential information details
As a Rocket Lawyer Premium member, you can access, edit, and copy your NDA template using any device. Your completed document can also be electronically signed or downloaded in PDF or Word format. If you make additional edits directly to the document, it is recommended that you have a lawyer review your changes.
While a properly executed NDA form is usually enforceable, there are a few key considerations to keep in mind if you want to take a dispute to court:
Even the most simple confidentiality agreement can benefit from attorney review. If you have questions about the enforceability of your Non-Disclosure Agreement, ask a lawyer.
Generally, the time period is limited to as long as the confidential information is considered useful. Depending on the nature of the information that was exchanged, a shorter or reasonable amount of time, like one year, may be more legally enforceable. However, information like trade secrets may benefit from being kept confidential for an indefinite amount of time.
Breaking an NDA is the same as breaking any other contract, however there are certain legal exceptions. Generally speaking, you may legally break a Non-Disclosure Agreement if there is a misrepresentation of material fact (hiding or fabricating important details in the contract) or if illegal activity is involved. If you are considering breaking any legal contract, it is usually best to talk to a lawyer beforehand.