At some point, your business is likely to become the protector of some sensitive and private information. It could be anything from your grandma’s top-secret brownie recipe to coding for your new app release. Whatever it is, if you’re working with business partners or employees, you’ll want to make sure that private information stays private.
That’s when you’ll need a non-disclosure agreement, or NDA. Fortunately, Incfile is here to help with our free NDA template.
What Is a Non-Disclosure Agreement?
NDAs are pretty common in the business world — in fact, it’s entirely possible you’ve signed one a time or two in the course of your career. But even if you have, signing one as an employee or contractor is much different than utilizing one as a business owner.
An NDA is a legal contract that is used when sensitive information is shared between two or more parties. It can also be referred to as a confidentiality agreement or confidential disclosure agreement. An NDA allows you to communicate freely without the fear that the information will be released or shared with competitors or those not signatory to the agreement.
Understanding when and how to use one will help protect you and your business, as well as your employees. Incfile's free NDA template is the easiest way to start. But first, let’s learn a little more about NDAs.
Types of NDAs: Mutual and Non-Mutual Agreements.
Mutual non-disclosure agreements: These are signed by two or more parties who agree to not share each other’s information. It’s usually used when two businesses are negotiating, entering into a partnership or sharing industry information.
Non-mutual or unilateral non-disclosure agreements: These usually apply to new employees and are generally signed by just one party. It prevents the individual from sharing confidential information with competitors outside of the business.
How Do I Write a Non-Disclosure Agreement?
Regardless of which industry you work in, you never want your confidential business information leaked to competitors. This is why it’s a good idea to draw up and sign an NDA template when sharing confidential information. It helps to formalize an information-sharing partnership and provide legal remedies if any of the confidential information was ever released.
A clear NDA can protect a range of inside information or processes, including marketing strategies, financial information, customers, manufacturing processes and software. Keep in mind that there are some limitations: For example, an NDA can only protect information that is not public knowledge or already known in your industry.
Some of the potential circumstances where you might want to sign an NDA include:
- Employment: Part of an employee contract to protect business information.
- Partnerships: Usually part of discussions or negotiations before joint ventures or business partnerships are formed.
- Purchase or sale: Part of a potential sale or purchase to prevent details of the sale being known.
- Invention: To protect new ideas or inventions when sharing information in the initial research and development stages.
Are NDAs Enforceable?
It’s a good idea to ensure that you have a proper NDA drafted up and signed. It’s important that you have all the essential pieces as part of the agreement so that your information will be legally protected in the case of a breach. An NDA template can assist in drafting an initial agreement for use within your business.
Since NDAs are legally binding contracts between those who sign the document, if they’re breached, legal action can be taken to prevent any further breaches. Parties may also sue the offending party for compensation for any damages.
Essential Information for an NDA Template
While each unique agreement will differ in what they include, there are some basic and essential parts to an agreement, including:
- The names of the parties involved
- A definition of what constitutes confidentiality in this particular case
- Any exclusions
- Appropriate uses of the information
- Time period involved
- Laws that apply to the agreement
- Remedies or repercussions of breaches
- Additional clauses which are unique to the parties, such as a non-compete clause or non-solicit clause
Once you have a comprehensive understanding of what a non-disclosure agreement is and how to create one, your business will be better protected, and you'll be empowered to make informed choices for you and your team.
Download your NDA template now to get started, and if you need more legal support, browse our template library to find a wealth of documents, samples, and more.