Non-disclosure agreements are a necessity for companies that want to protect their intellectual property. Every company has its own trade secrets and confidential information. When the company hires someone to work for them, the person who is hired gets access to the trade secrets of the company. It is a huge sign of trust to give access to the company’s confidential data to someone new which is why companies need to protect themselves. Non-disclosure agreements dictate the terms about how the information learnt on the job can or cannot be shared by the employee.

There’s a very simple reason that non-disclosure agreements are so popular; most companies end up sharing client data with employees, even if they don’t have any confidential data. A sales company, for example, needs to be very vigilant about its customer base. All their employees can see the client lists and they could also potentially start their own companies and start contacting the clients through information they got at the job. Thus, non-disclosure agreements state that the person cannot share or use any of the information that they have learnt at the job.

Non Disclosure Agreement Templates

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There has also been a huge increase in the use of data in offices. Where previously most information was stored on paper in a cabinet somewhere, it is now available to all employees with just a few clicks. Someone can potentially download lots of your data and share it with others or use it for themselves. That is why our non disclosure agreement templates are helpful for companies; they give the companies some recourse if someone tries to use their data. They can simply point out that the employee explicitly understood and signed an agreement about the confidential information and thus is in the wrong.

Do note that NDAs are legal documents. Our confidentiality agreement templates use legal terminology and enforceable statements to ensure that your data is protected. A confidentiality agreement needs to be ironclad in order to properly protect your company from harm. You should always have all legal documents checked by a lawyer. We have full faith in our writers and our employee confidentiality agreements however you still need to do due diligence. If you skip something in the agreement then it might be used as a loophole to hurt your company in the future by someone with malicious intent. Whenever you are using a legal document it is a good idea to make sure that the legal document is well written by getting it checked by a professional. A lawyer will also be able to tell you if you need to add anything to the template; often, due to the nature of the company, there might be some statements which need to be included which might not be in templates.

You will also be able to understand the basics just by reading our non disclosure agreement samples. Legal writing (or legalese, as it is more commonly referred to) is based on exact wording. You want to make sure that everything is ironclad; normal English wording and grammar is discouraged because nothing in a legal agreement should be open to interpretation. This is why the language in legal contracts sounds so formal, serious, and repetitive. It is okay for a legal document to be boring and complicated but it should never have statements that are not fully defined. An ill-defined statement in a legal document is like loose ends in a yarn of string. If someone pulls at it, the whole thing comes apart. Our confidentiality agreement forms have been written by professionals and are designed to meet the highest legal standards.

Non Disclosure Agreement Samples

 

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Necessary Components of an NDA

When making a non disclosure agreement form it is necessary to ensure that you include everything in it that you can. There are some crucial components of the NDA which you cannot skip. Read on to see what you need to do in order to write a good NDA.

Specify the discloser and the recipient

You need to define who the discloser is and who the recipient is. The discloser is the party which is revealing/disclosing their confidential information and the recipient is the person who is receiving the confidential information. Basically, the company is a discloser and the newly hired employee is the recipient. You need to write down their names as well as identifying information such as social security number to make sure that the document will hold up in court.

Define what constitutes ‘confidential information’

In order to be enforceable, you need to clearly define what constitutes confidential information. You cannot simply specify confidential information without defining it; that would leave the contract open to interpretation. Anyone sharing confidential information could then say they didn’t realize it was confidential information. A good way to do it is to define all the items which will be considered confidential within the agreement. You need to specify that client information, marketing tactics, internal metrics, any anything else you want to protect should be considered confidential. The more detailed you are in specifying what is confidential information, the more secure your information will be.

Get some witnesses

The non-disclosure agreement is a serious matter; you do not want someone to claim that their signature was forged or that they didn’t understand the agreement alter on. This is why most of the non disclosure agreement templates we have available for download have an empty space for witness names and signatures. You’re going to need to have two different people witness the act of the signing of the confidentiality agreement.

Make the NDA enforceable even if one of its statements is invalid

This is something which will puzzle many people; most of the confidentiality agreement templates we have state that even if a part of the confidentiality agreement is found to be unenforceable the rest of the contract will still be valid. This is important because generally contracts become unenforceable if any of their clauses are invalid, because people sign the whole contract and not individual statements. If you get the other person to agree that other parts of the contract will be valid then you won’t have to face this issue. When people sign a contract they sign the whole contract—if a clause is invalid they can argue in court that since the contract was invalid they didn’t void anything. This is why it helps to ensure that parts of the contract can be valid if the whole cannot be.

Non Disclosure Agreement Forms

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Quick NDA Tips

Here are some essential tips that will help your NDA achieve its purpose:

  • Define how the information will be used. Sure, the employee isn’t allowed to share it with anyone else, but why are they being provided the information in the first place? If you define a good use case you can simply make everything else a violation.
  • Define who the information can be shared with. The employee should be able to share the information with their superiors in the organization and so forth.
  • Understand that you don’t just need to protect information from going out of the company, keeping it confidential within the company is just as important. You don’t want every employee having access to all information for no reason.
  • Define what is not confidential information as well. You don’t want your employees worried about voiding the confidentiality agreement for no reason; let them know what information they do not have to worry about. In a way this only ends up increasing the secrecy of the information which they do have to keep a secret.
  • Remember, being wordy doesn’t necessarily mean good. Make sure that you pick a confidentiality agreement template which suits your organization. If you’re just having the people sign an NDA to protect some normal company information, then you can go for the simple templates we have for download.
  • However, if you are running a business that handles a lot of confidential information, you need to be detailed with the agreement. Go into as much depth as you need to.
  • There are many different types of non disclosure agreement templates available here for downloading. If you are really unsure about which one will be right for you, try to run it by a lawyer so they can give you some good advice.
  • Define how long the confidentiality will last for. Some companies need a permanent confidentiality agreement while most will be okay with a limit of a few years. Totally depends on the type of business that you are in.
  • Explain data security rules. Does the receiving party have any way to copy the data? Do they need to return the copy when they leave? These things should be clearly mentioned in the agreement itself.

 

Non Disclosure Agreements in the digital age

Information technology has made NDAs even more necessary. It was hard to steal information before the advent of the computers and internet. All the information was stored as hard copies in a secure location. Hence, any time you would try to view the files, you would have to go to a particular room or cabinet to view the files. People would know that you were viewing the files. Making a copy of the files was even harder; you would have to manually write down the information somewhere or use the Xerox machine to make a copy for yourself. This made it hard for people to access information that the company wanted to keep confidential.

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Now, all the information is available online. Copying everything takes seconds and sending everything through email takes a few seconds more. Companies need the protection of non disclosure agreements more now than they have ever before.

Non disclosure agreements have been in use for centuries. Companies have always realized that they cannot grow until they empower their employees, yet they cannot risk losing everything to the employees either. For companies with proprietary technologies NDAs are a whole different ballgame altogether. No matter how much society changes or time passes on, the NDA or something like it will continue to be a part of the way we do business. You can browse the many different non disclosure agreement templates we have available for download and choose the one that best applies to your organization.

 

TemplateLab June 25th, 2017