In our earlier article, Trade secrets – the need to be
systematic, we discussed the use of Confidential Disclosure
Agreements (CDAs), also known as non-disclosure agreements
(NDAs). These contracts play a meaningful role in safeguarding
trade secrets and other confidential information by facilitating
and controlling their limited distribution. Here we will discuss
the relevance of CDAs, their essential components and situations in
which they are used.
CDAs are generally best used for information not in the public
domain, which has been shared with specific recipients that may use
it for commercial gain through subsequent arrangements. In a broad
sense, these contracts have two principal purposes. First, they
clearly explain that the information to which they pertain must be
kept confidential. Secondly, a properly drafted CDA provides a
foundation for taking legal action when trade secrets or other
confidential information have been misappropriated. In order
