NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENTS
It is common to encounter requests for non-disclosure agreements (a/k/a confidentiality agreements) in a number of business settings. Whether it is requested in regard to the purchase or sale of a business, settling a disputed claim, or starting a business relationship with another person or company, it is likely that one or both of the parties to the transaction will be concerned about providing the other with information that is considered sensitive and proprietary in nature by the providing party. To address these concerns, the providing party often will request the non-disclosure and/or confidentiality agreement. Attorney Godfrey has reviewed, drafted and negotiated many such agreements, and can assist you in protecting your interests, either as the party seeking the protection or the party being asked to sign such an agreement.
The key elements of such an agreement are:
- The desire by one party to evaluate the confidential information of the other party
- The desire of the party providing the confidential information to insure that such information is kept confidential and not used to the disadvantage of the providing party
- And that the information is not otherwise readily available to the evaluating party without such disclosure and the requirement to sign an agreement to keep such information confidential.
Attorney Godfrey should be consulted to assist you in reviewing or preparing the non-disclosure agreement in order to tailor the agreement to the specific circumstances. Each disclosure situation is often unique and requires separate consideration. Some of the issues include: clearly describing the information that is to be disclosed; the method for disclosing and tracking of the confidential information; placing limits on how the information can be used; placing time-lines on when and for how long the non-disclosure is to remain in effect; clearly setting forth what exceptions to confidentiality are to apply; and setting forth enforcement procedures for breach of the confidentiality.
Non-disclosure agreements can be unilateral or mutual. An example of a unilateral agreement would be the disclosure of your business’s financial and income tax data to a person interested in buying your business. A mutual agreement would be used in the instance where two parties desire to enter into a joint venture with each party contributing their unique information in a synergistic fashion in order to create a new product or service, such as an inventor working with a manufacturer to fabricate a new product line. Having addressed many of these, and a myriad of other situations throughout his career, Attorney Godfrey can assist you in handling non-disclosure agreements.
It is typical for employers to require that a confidentiality agreement be signed as part of its hiring practices to protect the business’s confidential information, such as customer lists and proprietary business methods, from being used by or shared with competitors. In fields where professionals are hired to assist in the development of products or procedures for the company, the professional needs to be sure that his/her work done at home on unrelated projects cannot be claimed as the work product of their employment. Attorney Godfrey can assist in these and other instances to confirm that the valid interests of each party are clearly protected.
Before you consider signing a non-disclosure agreement not prepared by your own legal professional, obtain a legal review of the agreement. What looks simple may lack the legal protections you need to avoid unintended consequences. Attorney Godfrey takes the time to understand your business, your concerns and the legal issues that must be addressed when preparing, drafting and negotiating a non-disclosure agreement for your protection.