Many inventors and businesses spend considerable time and
resources developing new products or building customer bases. It is
not surprising, and certainly justified, to see great care taken to
ensure such proprietary information does not fall into the wrong
hands. However, to take a promising idea, or business, to the next
level, a business typically needs to share its valuable secrets
with prospective strategic partners or investors. Signing an
effective non-disclosure agreement ("NDA") can therefore
be a critical step in developing a new business relationship or
opportunity by giving the parties enough comfort to take that
initial step.
This article discusses: 1) when NDAs are appropriate, 2) what
type of information should be covered, 3) what type of information
should not be covered, 4) typical protective measures, and
5) how to address breaches and the ultimate termination/survival of
an NDA.
