Non-Disclosure Agreements

Non-disclosure agreements (or "NDA") may also be referred to as confidentiality agreements. These agreements can be one-way such that an employee will not disclose confidential information of the employer. NDA's can also be mutual such that two businesses may wish to share confidential information in order to complete a transaction. Our NDA lawyers can help uncover risks in existing agreements and draft NDAs that are tailored to a future transaction.

A common misconception is that an NDA is used only to protect trade secrets. However, our NDA attorneys often find that an NDA can be used to protect any confidential information. Before signing a confidentiality agreement, it can be helpful to review the definition of confidential information. A list of what is considered confidential is generally included, but what may be even more useful is a list of what is not considered confidential.

Startup companies often request our NDA lawyers to draft an NDA to use when pitching an idea to investors. Using an NDA in this way can be interpreted as an amateur move. Most serious investors will not agree to sign an NDA because they may be looking at tens or hundreds of pitches in a month. Besides, there are more appropriate ways to protect a start-up's intellectual property.

It is also common for NDA's to be silent when it comes to a duration. However, setting an expiration date can be an important term of the agreement. The time should be commensurate with the useful life of the confidential information. Most information can have a relatively short duration, while some information may require a much longer duration of protection. Let our NDA lawyers review your NDA before signing or help draft and NDA for your upcoming transaction.