Sample Non Disclosure Agreement Word Document

Depending on the nature of the transaction, the relationship and the information provided, each NDA ends up being different. There are additional clauses that you can include in your own confidentiality agreement: without being obvious at first, the other party may have breached the contract itself. For single-use NDAs, where one party pays a sum of money to another to stand still, the public party can`t really «break» the NDA as long as the money they pay is clear and complete. However, for mutual NDAs (also known as «bilateral» NDAs) in which both parties have agreed to keep in private the information they have learned from each other, it may be reasonable to assume that the other party can now disclose the information learned if one party violates the contract by inappropriately sharing that information with an external party. In a California case, a court found that employees who left a company could use their former employer`s mailing list to send an announcement of their job change to former customers. The former employer`s mailing list was not a trade secret because: (1) customers were known to former employees through personal contacts; and (2) the use of the customer list spared ex-employees only a slight inconvenience in verifying customer addresses and phone numbers. In other words, the information was easy to identify. Moss, Adams & Co. v. Schilling, 179 Cal. App.3d 124 (1984).

Option Agreement – An agreement in which one party pays the other for the opportunity to use an innovation, idea or product later. Know-how does not always relate to secret information. Sometimes this means a certain type of technical knowledge that may not be confidential, but is necessary for the accomplishment of a task. For example, an employee`s know-how may be needed to train other collaborators on how to make or use an invention. Although know-how is a combination of secret and insecure information, we advise you to treat it as a protected trade secret. If you pass on know-how to employees or contractors, use a confidentiality agreement. In the model NDA agreement, the «disclosing party» is the person who discloses secrets, and the «receiving party» is the person or company that receives the confidential information and is required to keep it secret. The terms are highlighted to indicate that they are defined in the agreement. The model agreement is a «unilateral» (or, in the legal case, «unilateral») agreement – that is, only one party reveals secrets. NDA Job Interview – You`ll end up revealing trade secrets if you interview potential employees, especially for sensitive jobs. Anyone you hire should be required to sign an NDA (or employment contract containing a confidentiality provision). But of course, interviewees you don`t hire won`t sign an employment NDA or employment contract.

For this reason, have candidates for sensitive positions sign a simple confidentiality agreement at the beginning of a job interview. Prohibition of debauchery (also known as «distraction») An agreement that limits a former employee`s ability to recruit clients or employees of the former employer. In the NDA example below, you can see what these clauses can look like in an agreement: the core of a confidentiality agreement is a statement that creates a confidential relationship between the parties. The declaration sets out the obligation for the receiving party to keep the information confidential and to limit its use. Often, this obligation is defined by a sentence: «The party receiving confidential information from the other party must remain strictly confidential and retain the exclusive and exclusive interest of the disclosing party.» In other cases, the determination may be more detailed and contain obligations to return information. . . .