Information that may be shared during business negotiations

A non-disclosure agreement seeks to commit parties to integrity in business negotiations. It also keeps either party from revealing sensitive information to outsiders. In many business negotiations, it is imperative that parties enter into a non-disclosure agreement.

How to use a confidentiality agreement

An NDA (Non-Disclosure Agreement) should be used to protect proprietary information from leaking to the public or unauthorized personnel. The document forms a legal understanding between involved parties that the information under protection is confidential and should be kept so as long as stipulated by the agreement. Both parties should agree before consenting to the provisions of the confidentiality agreement, as it carries legal credibility. A non-disclosure agreement is a contract and can be used in lawsuits or to claim damages in the event that the agreement has been contravened.
What needs to be protected by a NDA in business negotiations?

Non-disclosure agreements primarily protect proprietary information or trade secrets that are to be revealed in business negotiations. They are also convenient in cases where one party may have to reveal products that they intend to patent. Apart from the information above, an NDA can be drafted with extra clauses beyond confidentiality. The clauses may be ones of non-solicitation or non-competition to ensure that neither party drives the other out of business unfairly. A confidentiality agreement can be one-way or two-way, depending on which party or parties are sharing the sensitive or proprietary information.

When drafting this sort of document, a commercial solicitor is the best way to go. These are documents meant to be legally binding, and a lawyer would be the most appropriate person to draft the agreement. They are meant to understand a given business and pick the right template to work from, complete with the appropriate clauses.