Confidentiality / Non-Dislcosure Agreements
Confidentiality agreements, or non-disclosure agreements (NDAs), are important tools for individuals or businesses desiring to protect intellectual property or other proprietary information, such as customer lists, financial data, strategic plans, inside information, creative techniques, contract terms, inventions, trade secrets, trademarks, domain names, computer source code, copyrightable material, and other such information. NDAs enable companies and individuals, such as real estate developers, entrepreneurs, inventors, writers, business owners, and software engineers, to disclose proprietary information to third parties as a means of furthering their business or developing, manufacturing, and marketing their ideas and products. Specifically, NDAs provide the disclosing party with legal protection against further disclosure to competitors or the public at large, except only as specifically permitted by the NDA.
NDAs generally provide one of the broadest and most cost-effective protections available to protect confidential information. However, for these very reasons, they often breed carelessness and over-reliance. A well-thought-out, carefully-crafted NDA, particularly one prepared by an attorney well-versed in applicable law, will invariably provide much more protection than a standard-form, boilerplate NDA not specifically tailored to the property or information one is seeking to protect.
Of course, there is some truth to the notion that agreements are only as good as the person signing them, but that doesn’t mean that NDAs should be neglected or dismissed as unimportant. In fact, in some cases, public disclosure without an NDA in place can lead to a permanent loss of protectable intellectual property rights. Thus, NDAs should be used as part of a larger strategy designed to maximize protection, including filing for trademarks, trade names, and patents, where appropriate, and doing your level best to know the integrity of persons to whom you will be disclosing confidential information.
To maximize protection of your intellectual property and confidential information, consult with a qualified attorney about NDAs and other strategies tailored to your specific needs.