What is NDA Amendment Drafting?
An NDA (non-disclosure agreement) is a legal contract that explains the relationship between parties who are sharing private information. It serves to protect information that’s accessed and used during the agreement term from being disclosed to third parties or used in unauthorized ways.
An NDA amendment is a legal document that changes or removes specific terms from the original NDA without replacing the entire contract.
If you’d like to make changes to an NDA, read the rest of this article to learn how to navigate the process and why you should consider hiring a qualified lawyer to assist you with the NDA amendment drafting process.
What are Reasons for NDA Amendments?
There are various reasons why you might want to modify an existing NDA. These include the following:
- You want to increase the duration in which sensitive or confidential information is protected.
- You want to add new parties to the agreement, ensuring that they agree to the original agreement’s terms.
- You want scope changes, such as narrowing what is considered confidential information.
What are Key Elements in an NDA Amendment?
An NDA amendment usually contains key information, such as the following:
- Reference to the original NDA agreement that you wish to amend.
- The effective date of the NDA amendment.
- Confirmation of what clauses in the original NDA remain unchanged.
- Clear descriptions of the sections in the NDA that will be changed.
- Parties’ signatures to confirm consent to the changes.
How Can You Draft an NDA Amendment?
When writing an NDA amendment, make sure you bear the following tips in mind:
Explain the Purpose
You should include a brief statement in the NDA amendment that explains why changes are being made. For example, you could state that the changes will better reflect the commercial arrangements between parties.
Review Key Terms in the NDA
To protect your interests, you should review all key terms in your original NDA so you can assess if they require changes. For example, check for vague language, which should be replaced with specific explanations. Other things to amend include missing exclusions and a lack of an end date.
Provide Specific Changes
When modifying the NDA, you need to be clear and specific. State exactly what will be changed in the document, such as if you’re replacing a clause with more specific phrasing, you’re adding a new clause, or you’re deleting a clause. For increased clarity, you could refer to clause numbers when explaining the changes.
Prioritize the Amendment
To prevent ambiguity and disputes, you should state that if there is conflict between the original NDA and its amendment, the amendment is the one that prevails. This highlights its significance and prevents confusion over which document is the most valid.
Get Feedback from the Other Party
Your NDA amendment should be sent to the other party so that they can review the changes. This is a key step to prevent disputes in the future. You can make this an easier process by using a collaborative digital tool to track and share comments.
Should You Hire a Lawyer to Draft an NDA Amendment?
Although a simple, straightforward NDA amendment can be prepared by you, there are times when seeking legal assistance is valuable.
This includes if the amendment affects significant commercial projects or intellectual property. Similarly, if you’re dealing with complex changes to the original NDA or you’re unsure of how to draft it, you should ask a lawyer for help.
They’ll assist you by:
- Making the NDA amendment legally valid and enforceable. This ensures compliance and prevents legal disputes. The process can include conducting legally-required activities, such as getting consent from all parties.
- Writing the NDA amendment in clear, easy-to-understand language. By avoiding vague wording, you’ll prevent miscommunication and disputes.
- Considering how the changes affect the NDA provisions. When you change one clause, it can impact others. A lawyer will review the agreement and amendment to ensure consistency.
- Customizing the NDA amendment to your specific working relationship and situation. They’ll reflect your business goals and model, while considering specific risks that could affect you.
- Protecting your confidential information. A lawyer will include important provisions, such as disclosure restrictions, to help you safeguard sensitive information.
- Minimizing your risk of future disputes. A lawyer is skilled at considering any future situations that could result in disputes, helping you to reduce the risk of conflict.
- Providing strategic advice. A lawyer will negotiate clauses in the agreement with other parties on your behalf, which can help you protect your interests.
Where to Find a Lawyer for NDA Amendment Drafting
If you’re seeking a lawyer to draft an NDA amendment, you don’t have to struggle to locate one who’s professional, reputable, and has contract-drafting experience. Using an online legal platform can help you by giving you access to a range of qualified lawyers in your location.
ContractsCounsel is one of the largest online legal marketplaces where you can connect with lawyers. All the lawyers on the platform are vetted and have years of experience in contract drafting and review.
To request that one of the lawyers on the platform helps you with drafting an NDA amendment, follow these easy online steps:
- Go to the ContractsCounsel marketplace.
- Post your project for free. You should include a few details to help you find the most suitable lawyer, such as why the NDA is required.
- Receive multiple bids from lawyers on the platform.
- Review the lawyers’ profiles. Take some time to go through the platform’s lawyer data, such as their location, client ratings for previous projects, expertise, and credentials.
- Connect with a lawyer you think is best suited to your requirements and hire them to draft your NDA amendment for a flat fee.
