Confidentiality and Nondisclosure Agreements Toolkit

Resources for protecting company and third-party confidential business information, including forms of confidentiality agreements (CAs), also referred to as nondisclosure agreements (NDAs) or confidential disclosure agreements (CDAs).

Practical Law Commercial Transactions

Confidentiality and nondisclosure agreements are fundamental to protecting a company's vital confidential and proprietary information, whether disclosed internally or in the course of engaging with other business parties. These agreements are commonly referred to as confidentiality agreements (CAs), nondisclosure agreements (NDAs), or confidential disclosure agreements (CDAs).

Companies can derive substantial value from sharing their confidential information and data, including proprietary trade secrets:

  • Internally among their employees in the ordinary course of business.

  • With customers, suppliers, and other parties in a wide variety of commercial transactions and relationships.

  • In connection with exploring new corporate opportunities, strategic alliances, and finance arrangements.

The NDA is an essential tool for managing the disclosure of sensitive business information both internally and to other parties. It sets out:

  • Restrictions on a receiving party's use, disclosure, and return of a disclosing party's confidential information.

  • The parties' related rights and obligations.

The most effective agreements are those that are directly relevant to the parties' business needs and specifically tailored to reflect the business purpose for which information is to be shared.

In addition to safeguarding their own confidential information, companies are often contractually responsible for protecting information that other parties disclose to them. Besides imposing protective restrictions and obligations on the parties receiving its confidential information, a company should also seek to minimize its administrative burden and potential liability for managing and protecting confidential information that it receives from others.

The Confidentiality and Nondisclosure Agreements Toolkit provides the following Practice Notes, Standard Documents, and Checklists to help protect a company's confidential business information and to limit and manage its responsibility as a recipient of others' confidential information.

 

Practice Notes

 

Standard Documents

 

Standard Clauses

 

Checklists

 
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