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Non-Disclosure/Confidentiality Agreement

What is a Non-Disclosure Agreement?

This agreement is a legal contract between two or more parties that frameworks sharing of confidential or proprietary information for a specific purpose or in general. This contract also lays basis for non-disclosure of confidential information between the parties involved. NDA can get elaborated when signed between two companies or be specific when it’s between an individual and a company.

Information such as patents, trade secrets are extremely sensitive for companies and it is important for them to protect this information from being misused against the company. A non-disclosure agreement is also known as confidentiality agreement or secrecy agreement. It can be unilateral (with only one party obligated to keep the information confidential) or bilateral which binds both parties to the clauses.

When To Use?

  • At the time of providing employment, this agreement can be inserted to cover non-disclosure conditions.
  • When you’re signing a contract worker for a sensitive project.
  • When you intend to provide blanket cover to protect proprietary information from being misused.
  • If you’re dealing with sensitive client information and obliged to keep it secure as per contract.

What Does It Cover?

  • Details of access to confidential information
  • Wide categories of confidential information
  • Duties and obligations of the receiver
  • Term and other miscellaneous clauses

Frequently Asked Questions (FAQs)

Q1: When should I use a Non-Disclosure agreement?

Use when there is exchange of confidential & sensitive information between two parties. This information is generally passed from one party to another. NDA helps to framework the relationship between the parties sharing the information by providing insulation to the disclosing party.

Q2: What is confidential information?

Confidential information can be designs, fabrication and assembly drawings, know how processes, marketing collaterals, inventions, concepts, technical or commercial information, models, samples, IP filings and awards, computer programs, proprietary software, customer/client data and many other forms of information that is passed by the disclosing party to the receiving party.

The information is labelled as “Confidential” before being disclosed.

Q3: Is it mandatory to print the non disclosure agreement on a stamp paper?

If you’re a registered company, you can use the company letterhead as a substrate to print the contract. If you’re an individual, use a stamp paper of prescribed value in your state for executing this agreement.

Q4: I am working as a programmer in a software firm and have signed a the non-disclosure agreement specific to the project. After this project, am I allowed to disclose the project information to others?

Generally, you are obligated to clauses in the agreement that will bar you from disclosing confidential information for a certain period after termination of the agreement. Make sure you read the conditions and act accordingly.

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