Note: I am not a lawyer, and what follows is not legal advice. The below are guidelines for typical business situations. If there are legal privacy concerns, like personal medical records or financial information at stake, then you should seek proper legal advice.
There are a couple of important things to keep in mind about non-disclosure agreements (NDA).
- I consider myself bound by personal and professional ethics that are stronger than any NDA agreement I may be asked to sign. Even if I’m not asked to sign an NDA, I will still hold myself to the same high standards.
- I don’t necessarily assume that the other party holds themselves to the same standards as I hold myself.
- I further consider that in many cases the NDA, assuming it can be enforced and that it is cost-effective to do so, has no obvious remedy other than financial compensation. The other party may not have the resources to adequately compensate for the damages.
Considering the above, these are the main things I look for before signing a non-disclosure agreement.
- The NDA should extend in both directions with equal protection for both parties.
- A clear understanding of the information to be protected and what the penalties/remedies are for a breach of the agreement.
- Verify the jurisdiction: you don’t want to get stuck flying halfway around the country (or world) to settle a dispute arising from a breach in the contract.
- It is a good idea to define the term of the agreement is reasonable and that the proprietary information remains protected after the term expires.
