How an NDA preserves your profit.

In this time of formation and “fresh starts”, you may be considering new partnerships OR pitches to ramp up your business growth.

By all means, go forth. But, protect as you go.

Sometimes, those partnerships or employees/contractors work out – sometimes they don’t.

What happens to the information they learn while working with you (or “interviewing” or “pitching”)? Are they allowed to discuss it with anyone else?

Enter the mysterious yet often misunderstood Agreement: The Non-Disclosure Agreement (NDA). Other Street names: Confidentiality Agreement, Confidentiality Clause.

Basically, the “DO NOT TELL” clause.

The interesting point about Non-Disclosures is that: it can be a whole agreement or a CLAUSE within a larger agreement. Both are valid; both matter.

Also, they can be unilateral, meaning that it binds ONLY the Recipient (the party receiving the confidential information) and not the Discloser (the party disclosing the information). OR, be mutual or bi-lateral where BOTH parties may be Discloser and Recipient and both are bound to keep any information disclosed between them during the working relationship as confidential.

As always – read carefully!

Ideally, you would present and sign the NDA BEFORE you enter into ANY type of partnership or discussion

In my legal and business practice, these are the top 5 questions on Non-Disclosure Agreements:

1. Who needs an NDA?

Informally, a simple RULE of thumb is: If you, as the Discloser have any confidential information, OR any confidential Products/Services that could create present or future commercial value for you, then utilize an NDA to protect your information with the Recipient.

This preserves your potential profit and commercial viability of your information.

The idea is that the NDA would put the Recipient on notice about the type of information (broadly) that is to be held confidential and that the Discloser wishes to protect: information BEFORE filing any form of intellectual property protection (such as trademarks, patents filed with the United States Patent Trademark Office or copyrights with the United States Copyright Office.).

Also, if the Discloser wishes to protect trade secrets (such as, recipes, processes, customer lists etc.), o rinformation that cannot be protected through formal entities such as the USPTO or Copyright Office. Unsure if you have something to protect? Consult your intellectual property (IP) attorney.

Second, if you as the Discloser is entrusted to PRESERVE private or sensitive information (regardless of commercial value) of OTHER 3rd parties, such as client information, financial statements etc., then utilize an NDA to protect the information.

CONTRACT TO USE:

Non-Disclosure Agreement: Got sensitive information that needs to be protected? Ready to preserve the potential commercial value of your business information? This template comes with the Agreement & FAQs that answer the top questions for the Recipient, and the included Action Sheets guide you as you consider the information to be disclosed.

*This Agreements outlines the USE of the WEBSITE & briefly outlines Services.

All Agreements come with Primers with “What if” scenarios, Helpful Tips, FAQs, and Action Sheets in addition to the actual Agreement.

Shoot us a line at sankeetha@thestartupdox.com.