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. 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.
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 (the highest form of protection)
1. stealing and sharing your secrets with competitors?
2. headhunting your staff?
3. using your plans?
4. using your secrets?
The other side also wants to keep everything secret. The answer: build a Non-Disclosure Agreement.
A Non-Disclosure Agreement is a promise not to disclose confidential information about one another.
Examples of ‘confidential information’ and ‘secrets’ are:
1. business strategies
2. business models
3. intellectual property
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 for under $10,000
12. how to create a successful online business in other countries
Use a Confidentiality Agreement when you, your company or business discloses confidential information or secrets to others. 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.
Keeping sensitive business information secret such as specialized processes, client lists and trade secrets is the difference between your survival or demise.
Over the years, scores of businesses have devised ways to protect their proprietary information, trade secrets and other confidential information.
Look at Coca-Cola and KFC. They keep their trade secrets for 100 years. This is using a non-disclosure agreement (NDA), also known as a confidential or trade secret agreement.
An NDA is a legally binding contract that requires parties to keep confidentiality.
Legal Consolidated’s NDA provides for both monetary remedies and injunctive relief to stop further breaches from occurring.
Mutual confidentiality agreements play a vital role in protecting the future of your business.
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.
Our NDA is extremely protective of your position. The “confi” is not weakened by being two-way protection.
When a person is selling their business (vendor) they may be of the view that they just 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. Our law firm has taken this approach since 1988.
For more legal advice telephone us. We are a law firm. We can help you answer the questions.
Adjunct Professor, Dr Brett Davies, CTA, AIAMA, BJuris, LLB, Dip Ed, BArts(Hons), LLM, MBA, SJD
Legal Consolidated Barristers and Solicitors
Australia wide Intellectual Property lawyers
Mobile: 0477 796 959
National: 1800 141 612
Email: [email protected]