Non-disclosure agreement (“NDA”)

A non-disclosure agreement - also known by the acronym NDA -is a contract by which one or more parties undertake not to disclose one or various information received from another party. In practice, this contract aims to protect trade secrets, including know-how.

Here are the key elements that should be covered by a non-disclosure agreement:

1. The parties involved. It is important to mention the names and addresses of the parties involved in the agreement, i.e. the persons or companies who have access to the confidential information.
2. Definition of confidential information. It is important to clearly specify what information is considered confidential and needs to be protected by the agreement.
3. Duration of the agreement. The agreement must specify the length of time during which the parties are to maintain the confidentiality of the information.
4. Confidentiality obligations. The agreement must set out the obligations of the parties with regard to the protection of confidential information, including the security measures they must implement.
5. Exceptions. the agreement may include exceptions that allow a party to disclose confidential information in certain situations, such as legal obligation or the need to uphold its legal rights.
6. Consequences of breaching the agreement. The agreement must specify the consequences of breach of the confidentiality agreement, such as damages or injunctions.
7. Governing law and jurisdiction. The agreement must specify the applicable law and the jurisdiction where disputes will be resolved in the event of a breach of the agreement.

These elements are essential to protect confidential information and ensure that all parties involved understand the terms and conditions of the non-disclosure agreement. A trade secrets lawyer is typically responsible for drafting the NDA.