Why Shy Away From NDAs?

An organization exposed to information protected by an NDA is said to be “tainted” or “contaminated” by it.  There’s a reason for that.  NDAs function as non-compete agreements. And once information protected by an NDA makes its way into your organization, it can become a tough stain to get out. 

To avoid being blocked by overly broad or unnecessary confidentiality obligations, consider the following before signing an NDA:

·         Specific exceptions should be added to the definition of “confidential information” for information you already knew or developed independently.

·         Your exposure to the other side’s information and restrictions on your use of it could potentially block your product development and sales efforts.

·         Your staff members exposed to confidential may gain knowledge, experience, or a skill they didn’t have before.  Short of wiping employees’ memory Men In Black style, add an exception for residual knowledge. 

·         NDAs can be a “one-way” deal.  There’s no law requiring NDAs to be mutual nor is there a reason you must agree to confidentiality if you’re the only side being asked to provide information.

·         Obligations to return or destroy the other side’s confidential information may be more burdensome than you think.   Don’t be stuck scrubbing confidential information from emails and backup tapes. 

To have that NDA reviewed by a professional for a flat fee and with guaranteed 24-hour turnaround, call or email me (608) 469-3427, tripp@trippstroud.com.

Tripp Stroud