Non-disclosure agreements (or "NDA") are usually
commercial contracts where parties agree to share confidential
information for the purpose of furthering other business
transactions. An NDA lawyer may advise the disclosing party about
the considerations for what happens if the agreement is not
accomplished.
Usually, if the agreement is not consummated or
memorialized, a receiving party has to return all disclosed
confidential information, together with any derivative information,
to the other party. Some choose to require destruction of the
shared information.
An NDA attorney could advise the receiving party that such
return-or-destroy requirement is ineffective and that parties in an
NDA should not agree on it. They may reason that most receiving
parties would not even remember complying with it upon termination
of an NDA and that it could be impractical for receiving parties to
trace other permitted recipients and to retrieve the shared
information.
