A Non-Disclosure Agreement, also sometimes called a Confidentiality Agreement, is a document used when two people or companies enter into a new (or potential) business relationship. It protects the rights of either one or both of the parties that will be revealing confidential information in the course of their negotiations or relationship. In most business relationships, especially at the beginning, one or both parties end up revealing detailed commercial information and otherwise secret confidential information in order to give the other party the most knowledge possible to decide whether to pursue a relationship. Non-Disclosure Agreements can help both parties feel comfortable revealing such information, so that commercial negotiations can continue openly and honestly.
A Non-Disclosure Agreement makes it so that the party receiving the confidential information isn't permitted to disclose it to anyone else or use it in any unauthorized way. There are two specific categories of information that are treated differently in Non-Disclosure Agreements - general confidential information and trade secret information - and a good NDA will make sure to carve out separate protections for these separate categories. For the start of a new business relationship in the digital age, a Non-Disclosure Agreement is a great asset to have.
How to use this document
When deciding to enter into a new business relationship (or at the start of such a relationship), you can use a Non-Disclosure Agreement to help protect your private commercial information. In this document, you enter the identifying details of the each of the parties, as well as the length of time you'd like the agreement to run. This Non-Disclosure Agreement is robust, and will help ensure that your secret business information stays secret when you are beginning a new commercial relationship.
You can also mark whether you would like to protect any special "Trade Secrets." A trade secret is something like a recipe or formula or process that gives you an advantage over your competitors - and something that isn't public information to your customers. Trade Secrets get even more protection than typical confidential business information, so if you have something very specific to your business that you need to obtain or maintain a commercial advantage, this Non-Disclosure Agreement will also help protect that.
Non-Disclosure Agreements are subject to the laws of individual states. There is no one federal law covering Non-Disclosure Agreements. In some states, Non-Disclosure Agreements will be interpreted under laws applying specifically to these type of documents. In other states, Non-Disclosure Agreements will be interpreted according to the general rules of contract law.
There is, however, a Uniform Trade Secrets Act, which is a model act that has been adopted by the majority of the U.S. States and the District of Columbia.
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