What is Non-Disclosure Agreement Drafting?
A non-disclosure agreement (NDA) is a legal contract that defines the working relationship between parties who are sharing sensitive information. Its main focus is protecting this information from being disclosed.
NDAs are found in various situations, such as business negotiations, company mergers, and employment offers.
To be solid, the contract needs to be clear and define the important information to protect so that there is no confusion between parties.
Read the rest of this article to explore the different types of NDAs, what they usually contain, how to draft them, and how a lawyer can assist you with the non-disclosure agreement drafting process.
What are the Types of NDAs?
There are three main types of NDAs:
- Unilateral NDA. This is a one-way arrangement in which one party discloses the information and the recipient has to agree to keep it private. It’s common for employer-employee contracts.
- Bilateral NDA. In this agreement, both parties will share information with each other, such as during a project, and they will both have to agree to keep the information private.
- Multilateral NDA. This is when multiple parties are involved in the agreement and at least one party will be disclosing information. Instead of having more than one agreement for different parties, a multilateral NDA includes them all.
What are Essential Terms in an NDA?
An NDA usually contains key components, such as the following:
- Duties. This states the responsibilities the parties will have. For example, in a unilateral NDA, the receiving party will commit to protect the sensitive information they receive from the disclosing party.
- Confidential information. The NDA must specify exactly what types of information need to be protected, such as trade secrets.
- Carve-outs. For clarity, the NDA should state what information is not protected under the agreement. For example, this could be information that’s already public knowledge.
- Representatives. If applicable, the NDA might allow the receiving party to share confidential information with their representatives, such as affiliates or advisors.
- Return or destruction of information. When the contract ends, the receiving party will need clarity about what to do with the information, such as returning it to the disclosing party or destroying it.
- Breach remedies. If the receiving party violates the agreement by disclosing information, there should be remedies included, such as paying financial damages.
- Governing law and jurisdiction. These need to be agreed on by all parties involved in the agreement because they will affect how disputes are resolved.
What are Tips for Non-Disclosure Agreement Drafting?
When writing an NDA, you should consider some important tips to cover all your bases.
Check the Purpose
Consider the purpose of the NDA before drafting the agreement. There should be limits on how the confidential information can be used, but the receiving party needs to be able to use the information to complete their work.
Clear Up Post-Contract Obligations
After the NDA term is reached, the recipient might have a duty to fulfill, such as returning or destroying information. This process should be clearly explained, depending on what the information is and in what format it appears.
Set a Reasonable Term
It’s common for NDAs to have a duration of a few years, but this can be negotiated to suit all involved parties. They should consider the specific information involved and their situation prior to setting the term.
Include Confidential Information Formats
While it’s essential to include information about the type of confidential information that must be protected, its format should also be mentioned. For example, do you want information in emails, letters, company documents, and/or conversations protected? Consider exactly what you want protected so you don’t risk accidental violations.
Discuss Remedies
In the event of a contract breach, the costs can be significant. But, it can be challenging to know how to calculate them. It’s wise to discuss what would be a reasonable remedy with all parties so that you’re in agreement. This will prevent potential disputes in the future.
How Can a Lawyer Help You with Non-Disclosure Agreement Drafting?
NDAs are delicate and legally-binding contracts. You want to draft them in a legal, professional way. A lawyer can help you with this process.
Here’s what a lawyer will do when drafting your NDA:
- A lawyer will define what confidential information needs to be protected, and what isn’t enforceable.
- They’ll draft exclusions that you might not have considered.
- They’ll define the purpose of the agreement so that the information is used for a clear, specific reason.
- They’ll check that the governing law and jurisdiction are selected carefully to keep the NDA legal.
- They’ll help you decide on strong remedies to deter contract violations.
- They’ll structure reasonable terms and termination duties so that the contract is fair and balanced.
- They’ll check that the agreement protects you if there are disputes, such as by including a dispute-resolution method.
- They’ll prevent any vague or potentially misleading terms that can create confusion and lead to disputes.
Where to Find a Lawyer for Non-Disclosure Agreement Drafting
If you need to hire a lawyer to draft your NDA, you’ll want to find a qualified lawyer who has experience with this task. This shouldn’t be a stressful or challenging process. Online legal platforms make it easy to connect with experienced lawyers from the comfort of your home.
On ContractsCounsel, one of the biggest online legal marketplaces, you can quickly connect with a skilled lawyer. All lawyers on the platform have been vetted, and you can request that one of them drafts your NDA by posting a request on the platform.
Here’s how the process works:
1. Visit the ContractsCounsel marketplace. Post your project for free, including a few details of what you require.
2. Wait for lawyer bids. You’ll receive multiple bids from lawyers directly on the platform who can assist you.
3. Review the bids and choose a lawyer based on their profiles. There’s lots of info on the platform to help you choose the best lawyer, such as their location, client ratings, years of experience, and field of expertise.
4. Connect with a lawyer you think is best suited to your requirements and hire them to draft your NDA.
