12 Considerations for Non-Disclosure Agreements
As the year quickly comes to a close, I recently engaged in some file cleanup. During this cleanup, it struck me that the most common type of agreement – by far – I worked on for my clients in the past year was the Non-Disclosure Agreement (NDA). While NDAs are no doubt considered “routine” or “standard” by practitioners and business clients alike, I suggest that each time you engage in the drafting and negotiating of one in the New Year, you actually question the forms you normally use by considering the following: 1. Parties . Who is the contracting party? That is, does the Non-Disclosure Agreement (“NDA” or Confidentiality Agreement) specify a parent, affiliate or subsidiary company? Does the NDA allow the party receiving your client’s confidential information to share it with a parent, affiliate or subsidiary? 2. Personnel . Does the NDA need to specifically list the employees and other personnel of the receiving...