Information

A Non-Disclosure / Confidentiality Agreement (NDA) is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. It is also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA).It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets.In order to protect sensitive and confidential information made available during negotiating and to ensure safeguarding of ideas, concepts, NDA is a vital document to be executed. Any breach of condition of NDA will be subject to legal consequences. CoKaCo reliable professional will provide you complete guidance and complete your requirement.

Types of NDAs

Content of each NDA is distinctive, as it will refer to specific information, proprietary data, or other sensitive details determined by the people involved. There are two primary types of non-disclosure agreements:

  1. Unilateral - A unilateral agreement is a contract that lay down one party to the agreement usually an employee who agrees not to reveal confidential information he or she learns on the job.
  2. Mutual - Mutual non-disclosure agreement is typically executed between businesses engaged in joint venture that involves sharing proprietary information.

Majority of non-disclosure agreements fall under category of Unilateral Agreement

Features of Non-Disclosure / Confidentiality Agreement (NDA) :-

  1. Tailor made confidentiality contract
  2. More legal protection incase of breach of contract
  3. Safeguard Business Relationship
  4. Enforce Legal Consequences

General clause to be addressed in an NDA includes :-

  • Definition of what is confidential, i.e. the information to be held confidential.
  • Typically, the restrictions on the disclosure or use of the confidential data will be invalid if
    • The recipient had prior knowledge of the materials;
    • The recipient gained subsequent knowledge of the materials from another source;
    • The materials are generally available to the public;
  • The disclosure period – information not disclosed during the disclosure period
  • The term and conditions (in years) of the confidentiality, i.e. the time period of confidentiality;
  • The term (in years) the agreement is binding
  • Types of permissible disclosure – such as those required by law or court order
  • The law and jurisdiction governing the parties. The parties may choose exclusive jurisdiction of a court of a country
  • The responsibility of the recipient regarding the confidential information, typically including :
    • To use the information only for specific purposes;
    • To disclose it only to persons require to know the information for those purposes;
    • To ensure that anyone to whom the information is disclosed further abide by obligations restricting use, restricting disclosure, and ensuring security at least as protective as the agreement

When should you use non-disclosure agreements ?

  1. To undertake due diligence or to protect confidential information during preliminary discussions
  2. Business plan to be presented to a venture group for possible funding
  3. Plans for a new services or goods to be produced
  4. To preserve clients information of a specific company
  5. Employees who have access to confidential information of their employers or clients
  6. Restriction news releases or reviews
Information

A Non-Disclosure / Confidentiality Agreement (NDA) is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. It is also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA).It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets.In order to protect sensitive and confidential information made available during negotiating and to ensure safeguarding of ideas, concepts, NDA is a vital document to be executed. Any breach of condition of NDA will be subject to legal consequences. CoKaCo reliable professional will provide you complete guidance and complete your requirement.

Types of NDAs

Content of each NDA is distinctive, as it will refer to specific information, proprietary data, or other sensitive details determined by the people involved. There are two primary types of non-disclosure agreements:

  1. Unilateral - A unilateral agreement is a contract that lay down one party to the agreement usually an employee who agrees not to reveal confidential information he or she learns on the job.
  2. Mutual - Mutual non-disclosure agreement is typically executed between businesses engaged in joint venture that involves sharing proprietary information.

Majority of non-disclosure agreements fall under category of Unilateral Agreement

  1. Tailor made confidentiality contract
  2. More legal protection incase of breach of contract
  3. Safeguard Business Relationship
  4. Enforce Legal Consequences
General clause to be addressed in an NDA includes :-
  • Definition of what is confidential, i.e. the information to be held confidential.
  • Typically, the restrictions on the disclosure or use of the confidential data will be invalid if
    • The recipient had prior knowledge of the materials;
    • The recipient gained subsequent knowledge of the materials from another source;
    • The materials are generally available to the public;
  • The disclosure period – information not disclosed during the disclosure period
  • The term and conditions (in years) of the confidentiality, i.e. the time period of confidentiality;
  • The term (in years) the agreement is binding
  • Types of permissible disclosure – such as those required by law or court order
  • The law and jurisdiction governing the parties. The parties may choose exclusive jurisdiction of a court of a country
  • The responsibility of the recipient regarding the confidential information, typically including :
    • To use the information only for specific purposes;
    • To disclose it only to persons require to know the information for those purposes;
    • To ensure that anyone to whom the information is disclosed further abide by obligations restricting use, restricting disclosure, and ensuring security at least as protective as the agreement
When should you use non-disclosure agreements ?
  1. To undertake due diligence or to protect confidential information during preliminary discussions
  2. Business plan to be presented to a venture group for possible funding
  3. Plans for a new services or goods to be produced
  4. To preserve clients information of a specific company
  5. Employees who have access to confidential information of their employers or clients
  6. Restriction news releases or reviews