Confidentiality and non disclosure agreements are legal contracts that stipulate the information that individuals or businesses must keep confidential when they enter into an agreement with another party.
For example, when entering into a joint venture, a small business might require their joint venture partner to sign such an agreement.
A business person or entrepreneur might request an independent contractor such as a business writer, a web designer, a programmer, a consultant, or anyone else who might reasonably be expected to acquire confidential information in the course of the relationship to sign a confidentiality agreement.
A good confidentiality and non-disclosure agreement stipulates the material, and the nature of the material that is to be kept confidential.
This information could include unpublished patent applications, your trade secrets, your business strategies and financial information, projects under development, your processes, your secret recipes, or whatever items you want to protect.
Additionally, keep in mind that deliberate violation is only one way that your privileged information can be transmitted to others.
Other violations occur accidentally when computers and briefcases are lost or stolen, when hackers breach web sites or other networks or when a computer worm infests a computer storing your information.
Your contract could cover how you expect the third party to safeguard your information against these types of losses.
Lastly, consider including a section in your contract regarding the ways in which the other party can use your confidential information and the expectations you have if that person must make additional parties privy to your information.
For example, suppose you have engaged a business proposal writer to prepare a proposal that outlines your private information.
The business proposal writer signs your confidentiality and non-disclosure agreement, but they in turn send their writing to a desktop publisher for layout.
What steps do you want the proposal writer to take to safeguard your secrets while the material is in the hands of the desktop publisher? Keep in mind that this document is a contract, and as such, is subject to contract law.
In event of violation, you have the option of legal recourse.
However, you will have to argue successfully that the contract was violated.
In most cases, the courts will overrule your contract in certain situations.
For example, if the other party demonstrates the information was already public knowledge, the courts are likely to rule in their favor.
If they demonstrate they knew the information prior to signing the agreement, or if they demonstrate they obtained the information from another source, the courts are likely to rule in their favor.
Similarly, in event of subpoena, the courts are likely to rule that the subpoena overrules the confidentiality and non disclosure agreement.
Be sure to think through the terms of your confidentiality and non disclosure agreement carefully before asking someone to sign.