NDA – Contractual Elements

April 12, 2024

What information is covered by an NDA?

An NDA covers any information that is not publicly available and has value to the recipient. This includes:

  • Confidential information is information defined by federal law as "property" of the disclosing party. Under the law, this includes trade secrets (i.e., any commercially valuable plan, formula, process, or device). Still, it also has other types of sensitive data that are not necessarily secret (e.g., financial information). An NDA may protect against disclosure of some confidential information even if it isn't a trade secret.
  • Trade secrets include all non-publicly available proprietary business plans, processes, and technical know-how. These often fall under a company's internal restrictions on access and use by employees only.
  • Proprietary business plans include designs for products or services, often under a company's internal rules on access and use by employees only.
  • Financials refer to accounting records containing specific financial data such as sales figures or pricing structures.

Who can sign an NDA?

We can sign an NDA with anyone, including ourselves. In fact, we may want to do that if we're working on something confidential and don't want to share it with any other people.

If someone else is involved in the agreement, they'll also need to sign it. Suppose we're signing an NDA with a company. In that case, we have to make sure there's someone with the authority to sign. The same goes for signing NDAs with individuals—they need to be authorized by their employer or organization, if possible, before signing anything on their behalf.

Suppose multiple parties are involved in deciding what information should remain confidential. In that case, each one has an equal say in whether or not they want those details kept secret from everyone else involved in creating them together. However, this also means they are only allowed access with everyone else's approval first!

What happens if someone violates the terms of the NDA?

There are legal consequences if you violate the terms of a non-disclosure agreement. If someone breaches their NDA, they could be sued by the other party for damages. The amount of money awarded to them would depend on how severe their violation was and how many people had been exposed to it.

However, NDAs aren't legally binding if no money is exchanged or services are rendered in exchange for them. Such as in cases where two people are entering into an employment contract.

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