Experienced Employment Defense Representation

How can you create a binding NDA?

On Behalf of | Apr 30, 2022 | Employment Contracts |

Your business probably uses quite a bit of proprietary information on a regular basis. Protecting this information is crucial to ensure competitors do not access lucrative data, which is why many companies implement non-disclosure agreements (NDAs) to insist in these endeavors.

In order for them to offer the greatest protection, NDAs must be legally binding. Here are a few steps you can take to ensure your document offers ample protection.

Develop a suitable duration

You naturally want the NDA to last for the duration of your working relationship. However, extending the protection beyond that period can become prohibitively expensive, while also being very challenging. Accordingly, give some real thought to the most suitable duration for your needs. A term of one to two years after the termination of the working relationship might make sense for some companies.

Get as detailed as possible

Even if the exchange of information you are trying to protect seems relatively straightforward, get as detailed as possible when it comes to clauses. Using standard clauses can come back to haunt you if they are too vague. In this case, the other party can claim they followed the terms of the agreement, only that the agreement was vague and that the terms were unclear. The more information you include in the document, the lower the risk of possible misunderstandings.

Disclose third-party rights access

It may be necessary to share information with a party other than those entering into the agreement. For instance, you may need to present certain documents to your financial or accounting team to determine whether a decision is in your best interest. Including this language in the document ensures you can share pertinent information without running afoul of your own legal issues.

You should also be aware of exceptions, such as those pertaining to whistleblowers. Legal protection for whistleblowers supersedes the obligations of the NDA, so be careful when adding clauses that could fall into the exceptions’ category.