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What Are the Key Elements of a Solid NDA?
A non-disclosure agreement (NDA) is a great way to protect company information while interacting with potential partners, employees, or other outside parties. It is an agreement that prohibits one or both sides from using or disclosing information that is considered confidential. There are two main types of NDAs:
- Non-mutual NDAs: This is a one-sided agreement that prohibits the other party, the recipient, from using or disclosing information about your company, the disclosing party. This is typically used when interviewing potential employees.
- Mutual NDAs: This agreement prohibits both sides from using or disclosing each other’s information. This is often used when two companies are considering entering into a partnership.
However, an NDA that is not drawn up correctly may not hold up in court and can cause a company serious damage. That is why any agreement should be created by an experienced Florida corporate lawyer.
Here are some key elements of a solid NDA.
Identify the Parties
Whether it is a mutual or non-mutual NDA, identifying the parties in an NDA may seem straightforward — and it usually is. However, It is important to consider whether the other party may be involving any other individuals or companies. For example, you may show your proof of concept to a supplier who needs to show it to another contractor. In such cases, your NDA should also cover third parties.
Define the Confidential Information
An essential element in an effective NDA is defining the confidential information you want to protect. Making broad, blanket references to try to cover any privileged information you have not thought of may not be enforced by a court. Instead, you might define it as:
- Marketing plans
- Product designs
- Financial forecasts
- Trade secrets
- Customer lists
Describe the Other Party’s Obligations
Another crucial part of an NDA is clearly describing the other party’s obligations. For example, you may want to restrict the recipient not only from using the information but also from revealing the information to other parties. The NDA should define the purposes for which the recipient may use the information, such as completing certain tasks.
Explain the Consequences
Your NDA should also clearly set out the consequences if the other party breaches the agreement. A popular clause included in many NDAs gives disclosing parties the right to seek injunctive relief against recipients to prevent the disclosure of confidential information. The agreement may also allow the disclosing party to seek damages in the event of a breach.
Determine the Jurisdiction
A strong NDA will also include details about the legal jurisdiction in case of a dispute. This is not only convenient because you avoid having to travel far away, but it is also a necessary part of any legal agreement.
Contact a Broward County, FL Non-Disclosure Agreement Attorney
A strong NDA is an excellent legal tool that allows a company to forge new partnerships, hire new workers, and sign new clients while protecting confidential information. The key to a solid NDA is to have it drafted by a Ft. Lauderdale, FL corporate lawyer. At The Elliot Legal Group, P.A., we are experienced in Florida and international law, and we know from extensive experience how to build an effective NDA to suit your specific needs. Speak with an experienced attorney now by calling 754-332-2101 today.
