Mutual Non-Disclosure Agreement vs Confidentiality Agreement – everyone keeps the secret

Non-Disclosure Agreement Book Cover
  • Non-Disclosure Agreement

  • $135 includes GST

Are Mutual Non-Disclosure Agreements better?

Your successful business has an excellent business model. You have wonderful staff, clients, suppliers, systems and know-how. You are the only person that knows who they all are and how it all works. Someone wants to be involved with you. But first, you have to share some of those secrets. They may also have to share some secrets about what they do. A Legal Consolidated Non-Disclosure Agreement (NDA) to the rescue.

Perhaps you are a financial adviser and see the opportunity to join forces with another adviser. Or you may be a large accounting practice and want to talk with a young turk with a few clients. Either way, you need to speak openly but client bases and systems must remain confidential.

The highest form of a protection is a Mutual Non-Disclosure Agreement

The Courts are more likely to uphold a Confidentiality Agreement if it is ‘mutual‘. This means that both sides respect each other’s private information.

“Show me what you have. I will show you what we have. Your information and my information is kept secret and confidential. We respect your information. You respect our information.”

Press the blue button above to start building a Legal Consolidated Mutual NDA. Read the hints for every question. Watch the training videos. Telephone the law firm if you need a hand answering the questions.

Other names for a Mutual Non-Disclosure Agreement:

Non-Disclosure Agreement

The Non-Disclosure Agreement protects all parties that sign it.

  1. Non-compete agreement (NCA)
  2. Confidentiality agreement (Confi)
  3. Confidential disclosure agreement (CDA)
  4. Proprietary information agreement
  5. Secrecy agreement
  6. Mutual Confidentiality agreement
  7. Non-use agreement
  8. Non-Disclosure and Non-Use Agreement (highest form of protection)
  9. Trade Secret Agreement

Benefits of Mutual NDAs

Mutual NDAs stop:

  1. stealing followed by exposure of your secrets to competitors
  2. headhunting your staff (commonly used in an employment contract and Independent Contractors Agreements)
  3. using your plans
  4. using your secrets
  5. because they are “Mutual” the NDA has the highest chance of being enforced in the Courts

“Mutual” NDAs are better

The other side also wants to keep everything secret. The answer: build a Mutual Non-Disclosure Agreement.

A Mutual Non-Disclosure Agreement is a promise not to disclose confidential information about one another.

The other side has little confidentiality to divulge? Still a ‘mutual’ NDA is more likely to be enforced. There was an even ‘bargain’ between the parties. All is fair.

Examples of ‘confidential information’ and ‘secrets’ are:

  1. business strategies
  2. business models
  3. intellectual property
  4. negotiations
  5. the winner of a reality television show that is yet to air
  6. trade secrets
  7. government secrets
  8. celebrity secrets
  9. a scandalous relationship that is not public knowledge
  10. something that is not of public knowledge and is of value to you or your business
  11. how to build an electric car in Australia for under $20,000
  12. how to create a successful online business in other countries

Best times to use a Mutual Non-Disclosure Agreement

Use a Mutual Confidentiality Agreement when you, your company or business shows confidential information or secrets to others. Mutual NDAs are commonly used in business negotiations. This is because it is often necessary to share secrets.

But it is not just about business. It can be an agreement between people that does not involve a business.

Do mutual non-compete agreements work in Australia?

Keeping sensitive business information secret (such as specialised processes, client lists and trade secrets) is the difference between your survival or demise.

Australian businesses seek to protect their proprietary information, trade secrets and other confidential information.

Do you know the secret formula for Coca-Cola?  What about the secret herbs and spices at KFC? They keep their trade secrets for 100 years. Such persons holding this information are subject to a non-disclosure agreement (NDA). This is also called a confidential or trade secret agreement.

The Legal Consolidated NDA is a legally binding contract. It requires parties to keep confidentiality.

Does a Mutual NDA provide both monetary and injunctive relief?

Yes. Legal Consolidated’s NDA provides both monetary remedies and injunctive relief. This stops further breaches from occurring.

What is an ‘injunction’ in a Legal Consolidated Confidential Agreement?

Money as damages my not be enough. You may also need an ‘injunction’.

Injunctions come in several forms. Often, an injunction is ordered to restrain or prohibit. It stops the other side from doing certain things with your confidential information. This is called a negative injunction.

For example, to restrain a publishing house from publishing a book. Or to restrain the publication of your confidential information.

A freezing order is specific type of negative injunction. It restrains a party from disposing of certain assets or from removing them from the jurisdiction.

Injunctions can also be mandatory. They compel the other side to do a particular thing.

For example, hand back the secret invention design papers.

Legal Consolidated Mutual confidentiality agreements play a vital role in protecting the future of your business.

Who is protected by a Legal Consolidated Mutual Non-Disclosure Agreement?

Some Non-Disclosure Agreements are only ‘one-sided’. This means only one party is protected. However, our law firm’s Non-Disclosure Agreement protects multiple parties. It protects everyone who is party to the agreement. It builds trusts between the parties. Everyone is treated equally. It is, therefore, more likely to be enforced by the Courts.

Instead, does a ‘one-way’ Confidentiality Agreement protect me more?

Our NDA is extremely protective of your position. The Legal Consolidated Mutual NDA is not weakened by being two-way protection.

When a person is selling their business (vendor) they may want a one-way NDA. This is because the potential seller believes the other side is handing over no confidential information. That is not true. We disagree that the suiter is disclosing nothing to the vendor. The fact that a person is courting you should also be kept private so that you can not share that information.

Also, the ‘other side’ is generally more comfortable signing a two way NDA. We have taken this approach since 1988.

 


Legal Consolidated Barristers & Solicitors Australia Brett Davies

Adj Professor, Dr Brett Davies, CTA, AIAMA, BJuris, LLB, Dip Ed, BArts(Hons), LLM, MBA, SJD
Legal Consolidated Barristers and Solicitors
National Australian law firm

National:   1800 141 612
Mobile:      0477 796 959
Email:       [email protected]


26/04/2016

Mutual Non-Disclosure Agreement vs Confidentiality Agreement – everyone keeps the secret

Are Mutual Non-Disclosure Agreements better? Your successful business has an excellent business model. You have wonderful staff, clients, suppliers, systems and know-how. You are the only person that knows who they all are and how it all works. Someone wants to be involved with you. But first, you have to […]