When a business is just starting out, it can be difficult to think of all the legal precautions that need to be in place. Having a Non-Disclosure Agreement (NDA), also known as a Confidentiality Agreement, in place is one of the most important things for any business. They protect confidential information from being shared with third parties, thus keeping a company’s trade secrets safe from public view. An NDA is a legal document that obligates parties to keep the confidential information to which they have been exposed, private.

For businesses based in Dallas, there are 5 key things that need to be taken into consideration when it comes to drafting an NDA agreement. It is recommended that businesses turn to local professional counsel that understands the applicable laws in Dallas, such as UpCounsel’s network of experienced lawyers. Knowing the legal rights and responsibilities set out in the agreement is instrumental in ensuring that a business’s trade secrets remain confidential.

1. Determining What Information Should be Included

The parties to be included in the NDA should be clearly defined. Additionally, it should be specified which information should be included in the NDA and how long it is to be kept confidential. Typical confidential information can include the business’s ideas, inventions, trade secrets, formulas, marketing strategies, customer lists, formulas, or any other knowledge that could be used to a party’s advantage if made known to others.

2. Limiting Access to Confidential Information

A common misconception is that only parties involved in the NDA are able to access the confidential information. However, it is important to limit who has access to this information, often by setting controls on both physical and electronic access. A proper NDA will not only state who is allowed to access the information, but also the specific use cases where access would be granted.

3. Establishing Boundaries of the Confidentiality Agreement

The NDA should specify when, where and how the information should be treated as confidential. For example, it should identify the geographic area where the information is to be kept private. It should also setreasonable limits on how long the agreement must be upheld and what disciplinary actions should be taken for any breached of confidentiality.

4. Understanding the Exceptions to the Rule

Even the best drafted confidentiality agreement has its exceptions. Understanding these exceptions is critical for the agreement to be meaningful. Generally, exceptions to an NDA agreement include knowledge that is already known by the receiving party, is publicly available, is required to be disclosed by law, or arises from an independent third party source.

5. Upholding the Agreement Legally

Leaving things to chance is never a good idea in any legal contract, especially with important documents such as NDAs. Having the agreement reviewed by an experienced attorney can help mitigate any issues that may arise in the future if a breach of confidentiality occurs. This also provides both parties with more options should a dispute arise at a later date.

Having an NDA can be vital to protecting a company's trade secrets and intellectual property. This is especially true for companies that operate in Dallas. Understanding applicable laws and having a well-crafted NDA can help ensure that your confidential information is always safe. Using services like UpCounsel, companies can enlist the help of experienced attorneys to help make sure all of their bases are covered.


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