Frequently Asked Questions Regarding NDA
A Non-Disclosure Agreement: Keeping Confidential Information Private3 min read
A Non-Disclosure Agreement (NDA) is a legal contract between two parties that prevents either from disclosing confidential information that is shared between them. It is a contract sometimes referred to as a confidentiality agreement or secrecy agreement, and is becoming increasingly popular as businesses take more measures to protect their valuable information. Here we provide answers to some of the most common questions that people have regarding NDAs.
What is an NDA?
An NDA is a legal document designed to protect confidential information that is shared between two or more parties. It is a contract that prohibits one or more of the parties from revealing or using any of the confidential information for any purpose other than for the purpose intended. It usually contains provisions regarding the handling of confidential material, including how it is stored, maintained, and transferred. It is a form of legal protection that has to be agreed upon and signed by all parties involved in order to be legally binding.
When Should an NDA Be Used?
It is important to use an NDA when confidential information is being shared in any way. This may include strategic business information, such as future plans, product specifications, pricing strategies, or client information. It can be used when organizations share information with each other in order to conduct business or when an individual is hired to perform tasks that involve access to valuable information. Companies should always have NDAs in place when engaging with vendors, suppliers, consultants, and other subcontractors in order to protect their competitive edge and sensitive data.
What Is Included in an NDA?
An NDA should include the parties involved, a list of confidential information, how the information is shared, and the return of the materials or data. It should also include a term clause that sets the terms of the agreement and a termination clause that outlines the conditions under which the agreement can be ended. Other provisions may include the return of confidential materials or the destruction of confidential information, which the parties must agree to in order for the NDA to be enforceable.
How Long Does An NDA Last?
The length of an NDA can vary depending on the nature of the confidential information being shared. Since NDAs are designed to protect confidential information, the length of time it is in effect should be appropriate for the type of information being shared. Typically, it will last for a set amount of time, such as one, three, or five years, or in some cases, indefinitely until the information is no longer confidential.
Are NDA Enforceable?
NDAs are legally binding documents, meaning that if one of the parties does not uphold the terms of the agreement, then the other party has the right to take legal action. In order to be legally enforceable, the NDA must be entered into willingly by both parties and must be accurately and clearly written. The parties must have the capacity to contract and the agreement must contain valid and enforceable provisions.
Can I Enforce an NDA Internationally?
NDAs are usually governed by the laws of the jurisdiction in which they are signed. However, if the parties do business in multiple countries, it is possible to enforce the NDA in all countries, as long as the agreement includes an appropriate choice of law clause. Since international NDAs can be complex, it is essential to seek legal advice from a business lawyer who is familiar with local regulations. At UpCounsel, we have a network of experienced attorneys based in Los Angeles who can provide high quality, cost-effective legal services to meet your unique needs.