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Non-disclosure agreements

When you approach Alterlaw for legal guidance, we want to make you feel confident that your documents, your position, or even your industrial know-how and expertise are treated confidentially.

The trust relationship between the law firm and the client is the undisputed cornerstone of each Alterlaw practice. Through the use of non-disclosure agreements (or confidentiality agreements) you can be sure that this relationship is kept sacred. Furthermore, Alterlaw can safeguard your legal rights by providing legal advice on the drafting of such agreements between you and third parties in the field of your transactions. Being legally binding agreements, these ones require close attention to details and a “legal eye” to observe them before entering into force.

What is a non-disclosure agreement?

A non-disclosure agreement (NDA) is concluded for the protection of all or parts of the intellectual property of the parties. Or just to protect the business idea that you want to discuss with the counter party. The one party is prevented from disclosing certain information provided by the other party without the latter’s permission. In this way, the party can maintain the value of keeping their intellectual property elements secret, while benefiting from sharing with those that can develop them (or even purchase the right to use them).

Legal issues for consideration

An NDA not carefully considered can be the vehicle for some of your business expertise to become public and freely circulated. It is essential to define what kind of information should be treated by the recipient as confidential. The disclosing party may prefer a whole-encompassing system, under which all information disclosed to the other party is confidential, unless otherwise expressly agreed. In contrast, the recipient party may opt for a system, under which only the kinds of information described as confidential should be treated as such.

The NDA should also provide for minimum standards to be kept by the recipient party, which are at least the same safeguards they would use to secure their own similar information. Regarding third party disclosures, the NDA parties should ensure that, if necessary, the recipient has the right to disclose to third party contractors, advisors, or subsidiary entities.

Finally, the parties should pay attention to the inclusion of residual clauses. These clauses are generally designed to allow the recipient party to use “derivatives” of confidential information derived from working with the disclosing party’s confidential information, or to prevent the recipient party from doing so. They should be carefully drafted, as the parties do not contemplate actually transferring the ownership rights to any intellectual property through the NDA.