Translating Nondisclosure Agreements
What is a Nondisclosure Agreement?
Non-disclosure agreements are a common contract type that come across the desk of a business owner, executives, individuals or in-house attorney. These contracts put in place when businesses or individuals want to share and protect (or not disclose) confidential information with another party. Information may include financials, client lists, pricing, transaction details, intellectual property, and more.
Nondisclosure Agreements are very common contracts for businesses and are typically used in conjunction with business deals, join ventures agreements, employment contracts, etc.
What are the key terms to translate correctly in a Nondisclosure Agreement?
Mutual vs. Non-Mutual: clause that outlines whether both parties or only one party need to keep information confidential.
Definition of Confidential Information: clause that lays out what information is to be kept confidential.
Parties of Agreement: section that defines which parties are entering into the contract.
Term of Agreement: section that outlines how long the parties to the NDA are required to keep information confidential.
Confidentiality Obligation: section that defines the two obligations of the receiving party, which are keeping the information confidential and not using the confidential information.
Exclusion from Confidential Treatment: section that defines certain information that may be excluded from confidentiality.
Jurisdiction: sections that outlines what jurisdiction a dispute would be handled in.
Why would you need to translate a Nondisclosure Agreement?
Cease and desist letters are often used for intimidation purposes and are a good way for larger corporations to bully smaller operators. If the action being taken is critically important to the receiver’s business, it is wise to get the claims of the letter reviewed by a lawyer with commercial litigation experience to determine the best next step.
When sending a Cease and Desist letter, it is important to realize there is a risk of negative consequences. Unwarranted Cease and Desist letters that include a threat may be viewed as extortion or blackmail, so be cautious when sending.
What to keep in mind when translating a Nondisclosure Agreement?
Many issues that arise within NDAs involve the below clauses:
Definition of Confidential Information – It is important to be very specific when defining confidential information within the Nondisclosure Agreement. When confidential information is vaguely defined, you may risk an outside party disclosing your important business information without repercussion.
Mutual vs. Non-Mutual – Parties disclosing information may start with a non-mutual Nondisclosure Agreement. This essentially means the receiving party is obligated to keep confidential information confidential, but the disclosing party has no obligation to protect information they receive. It is always best to require a mutual NDA to protect your own business information.
Third Party Disclosures – The party receiving information under the Nondisclosure Agreement will need to ensure their right to share the information with any third parties, should it be necessary. This may include contractors, advisors, and subsidiary entities. Failure to do so may put you at risk of breaching the NDA unintentionally.