Throughout used to keep secrets safe and underground.

            Throughout
the span of one’s professional career, a nondisclosure agreement (NDA) will
likely present itself through an employer. By definition an NDA is, “A legally
enforceable contract that creates a confidential relationship between a person
who holds some kind of trade secret and a person to whom the secret will be disclosed”
(RocketLawyer, 2015). NDAs are extremely common in many different business
settings. They are also very common in startup companies who are just getting
on their own two feet. They are common because they are necessary. They offer a
way for employers to protect trade secrets and any other confidential
information that is not meant to be shared with external parties. Information
that is sealed through an NDA will likely include any intelligence regarding a
new product, client information, sales or marketing plans, and any
manufacturing processes. An NDA is used to keep secrets safe and underground.

If the NDA is breached, the employer will have the legal resources to sue for
any damages.

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            NDAs
are brought forth for three main reasons. One, NDAs protect sensitive and new
information. Upon signing an NDA, partakers promise not to leak or release any
sensitive information shared with them. If the private information is uncovered
or released, the injured party can claim breach of contract. Two, in the
situation where a new product is in the works, an NDA can help the founder or
inventor keep patent rights. In some instances, public disclosure of a new
product can negate patent rights. A wisely drafted NDA can help the original creator
hold onto the rights to a product or specific idea. Lastly, NDAs purposely
outline what information is private and what is considered ‘fair game’. In most
situations, the NDA itself serves as a document that specifies exclusive
information. NDAs exclusively spell out that the person receiving the
information is to keep that information tightlipped. Which means that one
cannot violate the NDA, encourage any individual to breach it, or allow any
other individuals to access the information. The most essential portion of the
NDA is that it is required for protection.

            Furthermore,
the specific form of information that is contained by an NDA is unlimited. Any
knowledge exchanged between parties that are bound to the NDA can be considered
confidential. Regardless of the exact function of an NDA, NDAs should contain
certain parts within the contract, “Definitions and exclusions of confidential
information; obligations from all involved people or parties; and time periods”
(RocketLawyer, 2015).  This particular
element serves to create the rules of the contract without actually releasing
the exact information. For example, an NDA for a private fashion designer’s small
clothing store might incorporate a statement such as, private information comprises
client lists and sales history, financial information, inventory, and the
creation of new clothes.

            Time
frames are also generally addressed in a nondisclosure agreement. They typically
require the party receiving the information to keep the information private for
a certain number of years. However, the detailed information that is presented
can be up for negotiation between the parties. Ambiguous terms can arise in
this section of the NDA because the wording of the timeframe can trick the
signee. For example, if an employee is terminated they might think the NDA is
no longer valid, however the contract is valid until the expiration of the date
stated in the NDA. Some NDAs do not state the terms if an individual who has
signed an NDA is let go. This can be quite a surprise to a fired individual who
has signed an NDA. Confusing wording regarding a timeframe are not usually
common in NDAs. Nondisclosure agreements are generally very simple and not difficult
to comprehend. After all, if an individual is unsure if information is
confidential or not, they can always ask.

            There
are two different types of NDAs, a mutual NDA and a one-way NDA.  A mutual NDA is where both parties keep each
other’s information confidential. There is a mutual agreement between both
parties to share information with one another and in return keep it private and
confidential. A one-way NDA is when an individual agrees to keep someone else’s
information confidential. In a one-way NDA, the employer that an employee has
been working for is not legally bound to keep anything shared by the employee
confidential. Employees should always be careful to not provide any information
that could damage one’s reputation or that would leave the employee feeling
uncomfortable if shared with the general public, unless the information is
indeed protected by an NDA. As one becomes more successful and advances within
a career field, NDAs will become more and more frequent. It is wise to keep an
up to date document of all the NDAs signed and with who. Conflicts of interest
can arise if multiple NDAs are signed within the same time frame. Any
information shared, even if it is by accident, can be a breach of contract.

            Nondisclosure
agreements and other confidentiality agreements are extremely common in today’s
world. Any information protected by attorney-client privilege or even
doctor-patient confidentiality is presumed to be covered by an NDA. Even
librarians are obligated to keep information about customers book orders
private. Other situations where information might be protected through an NDA
includes, business models, plans for a new tool or equipment, any information
about clients/customers, lab workers who can access test results, and even
embargoed news releases (RocketLawyer, 2015). Any breach of an NDA will likely
be settled in court if the provider of the NDA decides to sue for damages.

            On
the other side, a nondisclosure agreement can exclude vital information from
protection. This mistake is usually committed by the party that brought forth
the NDA. Exclusions might be considered information that is common knowledge or
information collected before the agreement was even signed. This is where the
majority of trouble arise from a breach of an NDA. Complications can develop
between both parties because the confidential information that should stay
protected is not always accurately communicated. To avoid this, employers or
any party looking to protect information should always sit down with the
individual and go over the NDA together. Any information that must be kept
private or anything of importance from the creator of the NDA should highlight
or bold statements that must be acknowledged and upheld. The NDA should avoid
tricky wording and should be straightforward and not up for interpretation. The
most concerning part regarding an NDA is the language that is stated within it.

Often times the language can be interpreted in a variety of different ways and
can confuse the individual signing the NDA. Clear and concise language should
be used in a nondisclosure to avoid any confusion. This will avoid any
misconceptions that an individual might have after signing the NDA. 

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