Non-Disclosure and Non-Compete Agreements
As a business owner or professional, you have a lot of important information that must be kept private and confidential. This can range from sensitive personal information provided by clients or customers, to medical information provided by patients, client lists, proprietary formulas and trade secrets.
There are many businesses and professions where confidentiality is essential. In these cases, you may opt to require your employees, independent contractors, subcontractors, volunteers, fellow business partners or affiliates and even clients to sign a non-disclosure agreement. Also called an NDA or confidentiality agreement, this is a legally binding contract that provides you or your business with legal recourse in the event that confidential information is disclosed.
Sandman Law Office is committed to helping you protect your business, your trade secrets and other information that you wish to keep confidential. We can assist by providing you with a custom-tailored non-disclosure agreement to suit your precise needs and requirements. •What’s Included in a Non-Disclosure Agreement?
An NDA typically includes a number of different elements, such as:
-a definition of what constitutes confidential information or trade secrets and any exclusions to this end; -the obligations and duties of the party who is receiving the confidential information; and -the timeframe or duration of the agreement.
There are also some common miscellaneous terms that are included as well, such as:
-how a breach will be handled (i.e. in arbitration or via a civil lawsuit); -which state’s laws apply if the NDA is breached and the matter must go to court; and -whether the “losing” party will be required to pay for the prevailing party’s legal fees.
•Can’t I Just Use a Generic NDA Form?
The internet is home to dozens of “generic” non-disclosure agreement templates and many clients wonder why they cannot simply use one of these forms instead of hiring a business attorney to draft a customized NDA. While a generic NDA can certainly be better than having no confidentiality agreement at all, the general, vague nature of these NDAs is problematic, resulting in very limited protections for you and your business.
When it comes to drafting legal documents and contracts, you must be specific, and you must cover all bases to ensure that there are no omissions, ambiguities or “loopholes” that could be exploited by the other party’s attorney if the matter ever goes to court. The wording of your non-disclosure agreement matters. If the wording is incomplete or if the NDA lacks sufficient specificity, you may find yourself with little, if any, legal recourse.
At Sandman Law Office, we believe that if you have information or a trade secret that is worthy of protection, then it is usually worthwhile to invest in the services of an experienced business lawyer who can draft a custom non-disclosure agreement that will meet your exact needs and requirements. In many cases, you can use the same version of your NDA for multiple employees or business partners/affiliates, making it a cost-effective choice. •What’s the Difference Between a Mutual or One-Way Confidentiality Agreement?
An NDA creates a confidential relationship between two parties with a bilateral mutual agreement, whereby both parties agree that they will not disclose certain information. A mutual NDA is typically suitable in situations where both parties are disclosing confidential information to the other party, such as two business owners who are joining forces to work together on a project. In other cases, the NDA may be considered “one-way.” This is most appropriate in situations whereby only one party is disclosing sensitive information. •What Happens if an Employee Violates an NDA?
If you learn that an employee or other party has disclosed information in a manner that constitutes a violation of your non-disclosure agreement, then you may opt to take the matter to civil court. Your NDA can serve as the basis for a lawsuit, seeking compensation for any and all damages that arose as a result of the disclosure. These cases are often settled out of court, particularly in instances where you have a well-written NDA, and there exists compelling evidence that information was improperly disclosed.
Whenever possible, you should collect and retain any evidence of the disclosure. Your chances of resolving this matter in a prompt, favorable manner tend to be improved if you contact our business lawyer as soon as the NDA violation comes to your attention. We can work with you to pursue this matter. Notably, it is possible to verbally enter into a confidentiality agreement, but these cases are quite challenging to prove, so it’s always best to get it in writing. •What’s the Difference Between a Confidentiality Agreement and a Non-Compete Agreement?
A non-compete agreement offers the parties the ability to agree not to compete with each other for a limited time and a within a limited geographical context. Laws on this can be jurisdictionally distinct, and some states are more strict than others when it comes to restraining commercial activities. An experienced attorney can help you to optimize the protections in view of the laws that apply in your particular commercial application. Trust the team at Sandman Law Office to help you make the best decisions for your business.