What is a Confidentiality Agreement Negotiation?
A confidentiality agreement is a contract between parties that serves to protect trade secrets and other private business information. It can be unilateral, where one party discloses information, or mutual, where both do.
This contract needs to be well drafted and clear, providing clarity on what information needs to remain confidential and how it should be dealt with.
If you disagree with any terms in your confidentiality agreement, you can negotiate them. This involves a skillful approach that ensures your rights remain protected.
Read the rest of this article to explore what is included in a confidentiality agreement, how to best negotiate its terms, and how a qualified lawyer can help you navigate negotiations.
What are Key Terms to Negotiate in a Confidentiality Agreement?
There are various terms you can negotiate with the other party in your confidentiality agreement. These include the following:
- Post-contract obligations. It’s common for the disclosing party to want their information returned at the end of the contract. It could be useful to check for any vague wording such as that the information needs to be returned immediately. Instead, negotiate for a specific timeframe to ease the contract termination period and prevent confusion.
- Contract term. When signing a confidentiality agreement as the recipient of the information, you might want to negotiate how long the confidentiality period lasts so that it’s as short as possible. This will prevent possible issues from arising.
- Inclusions and exclusions. The contract needs to specify what information needs to be included and what isn’t. The disclosing party needs to be careful when deciding this, as they want to protect sensitive, important information while avoiding any terms that are too broad or unrealistic.
- Restrictions. The receiving party might want to negotiate restrictions for using the information so that they can go about their business without too many limitations.
- Third parties. In the event of sharing information with third parties, there should be a balance between collaborating with other individuals and protecting the content. A compromise could be that the receiving party has to let any third party sign a confidentiality agreement, while the discloser might state that they need to approve all third parties.
What are Tips for Negotiating a Confidentiality Agreement?
When you wish to negotiate a confidentiality agreement, there are important tips to help you.
Review the Confidentiality Agreement
Before you can negotiate a confidentiality agreement, you should review it carefully to identify any red flags and terms that you want to change. A legal review of the agreement by a qualified lawyer can help you. A lawyer will identify terms and clauses that you might not have considered to protect your interests.
To request a review of your confidentiality agreement, you can use a platform like ContractsCounsel. This is one of the largest online legal marketplaces that connects clients with vetted lawyers for contract drafting, review, and other legal assistance.
Simply post your project for free on the ContractsCounsel marketplace. Include some details about what you need so lawyers can bid on the project. You’ll receive multiple lawyer bids from which you can choose the best lawyer to work with, based on criteria such as their experience, credentials, and client reviews.
Consider Specific Contract Changes
Once you’ve consulted with a lawyer, you should have identified some specific changes that you’d like to make in the contract. It’s good to think of the confidentiality agreement as being a starting point in negotiations. Bring specific edits to the table so you have something concrete to work with.
Focus on the Big Issues
While there could be many terms in the contract, you don’t want to waste your time during negotiations on the small concerns. Focus on major aspects, such as the contract duration, disclosures, restrictions, and remedies.
Unveil Risk Concerns
If you suggest changing a term in the confidentiality agreement but the disclosing party pushes back, ask them what concerns the term is addressing. This helps you assess the risk in the contract and can help you to negotiate for greater clarity.
Avoid Accidental Violations
Sometimes confidentiality agreements can feel intimidating because there’s the risk of accidentally exposing the sensitive information and being blamed for violations. This is why the receiving party should negotiate elements of the confidential agreement, such as reasonable limits and exceptions.
Suggest Solutions
One of the best ways to negotiate a confidentiality agreement is to provide solutions to the issues you’ve noticed in the document. For example, instead of stating that a clause is unacceptable or needs to be removed, the other party will likely be more open to negotiations if you frame it by asking if it can be narrowed or edited. The more specific your solutions, the easier it will be to agree on them.
Get Everything in Writing
When you and the other party agree on revised terms in the confidentiality agreement, make sure you put it all down in writing. You can’t rely on verbal agreements, as these can be flaky or forgotten over time.
Do You Need a Lawyer to Help You with Confidentiality Agreement Negotiation?
Although you don’t always need to hire a lawyer for help with negotiating a confidentiality agreement, it can be highly beneficial. If you’re dealing with highly sensitive information and there are significant risks involved in the agreement, a lawyer will help you navigate the negotiation process.
Here are other ways in which a lawyer can help you:
- Your lawyer will review your contract to provide clarity, such as in terms of obligation durations and breach remedies.
- They’ll consider the industry standards to ensure the document doesn’t contain any broad, vague, or unreasonable restrictions.
- They’ll provide legal advice to formulate the most effective negotiating tactics.
- They’ll provide specific solutions for concerning clauses.
- They’ll prevent dead-ends during negotiations to keep the discussion going.
- They’ll draft the agreed-on terms so that both parties remain accountable.
Where to Hire a Lawyer for Confidentiality Agreement Negotiations
If you need to hire a lawyer for confidentiality agreement negotiations, you should hire a lawyer from ContractsCounsel. All lawyers on the platform are vetted and have years of experience to help you navigate the sometimes challenging situation of negotiating for more reasonable and fair confidentiality agreements.
