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A Guide for Protecting Proprietary Information - V. Executing Non-Disclosure Agreements

Article Index
A Guide for Protecting Proprietary Information
II. Impact of Disclosure
III. Examples of Confidential Information
IV. Policies & Rules
IV. Policies & Rules (cont.)
V. Executing Non-Disclosure Agreements
VI. Post Contract Debriefing
VII. Compliance Auditing
ANNEX A
ANNEX B
All Pages

V.      EXECUTING NON-DISCLOSURE AGREEMENTS 

The Company should routinely execute NDAs prior to exchanging sensitive information with third parties such as vendors, collaborators, partners and customers.  In addition, the Company should have any staff member who has access to confidential information to sign an agreement containing a non-disclosure obligation. Unless the receiving party agrees to keep information secret once disclosed, the Company may lack the power to prevent the receiving party from subsequently disclosing or misusing of the sensitive information.

The Company should have a series of NDA templates (created or approved by the Company's attorney) that managers can use to establish confidential obligations.  Managers should ensure that the NDA is modified for the specific facts of the transaction.  Having one standard template is frequently difficult since transactions are often fact specific. To ensure the best practice, have the Company's attorney review the facts and modifications. 

NDA agreements are discussed in detail elsewhere.



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