Non-Disclosure Agreement (NDA)
A Non-Disclosure Agreement (NDA) is a legal contract that is an agreement between at least two parties that outlines which shared information is to remain private.
- AKA: Confidentiality Agreement (CA), Confidential Disclosure Agreement (CDA), Proprietary Information Agreement (PIA), Secrecy Agreement (SA), Non-Disparagement Agreement.
- Context:
- It can often be used to protect Confidential Material, Trade Secrets, and Proprietary Information.
- It can create a confidential relationship between the parties involved.
- It can range from being a Mutual NDA (where both parties are bound by the terms) to being a One-Sided NDA (where only one party is restricted).
- It can be used in various situations such as Business Relationships, Employment Agreements, and Settlement Negotiations.
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- Example(s):
- Attorney-Client Privilege: Protects the confidentiality of communications between an attorney and their client.
- Bank-Client Privilege: The duty of banks to keep their clients' financial information confidential.
- a Medical Confidentiality Agreement (MCA), such as a doctor-patient privilege: Protects the confidentiality of communications between a doctor and their patient.
- Priest-Penitent Privilege: Protects the confidentiality of communications between a priest and a penitent during confession.
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- Counter-Example(s):
- Cease and Desist Letter: A legal document sent to stop alleged illegal activity.
- Garden-Leave Clause: A provision in an employment contract that requires an employee to stay away from work during their notice period.
- Informed Consent: Permission given by a person to undergo a medical or research procedure after being informed of the risks and benefits.
- Non-Compete Clause (NCC): A contractual provision that restricts an employee from working for a competitor after leaving their current job.
- Non-Solicitation Agreement: An agreement that restricts an employee from soliciting clients or employees from their former employer.
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- See: Confidentiality, Legal Confidentiality, Medical Confidentiality, Commercial Confidentiality, Legal Settlement, FrienDA, Contract, Bank Secrecy, Trade Secret, Illegal Agreement.
References
2021
- (Wikipedia, 2021) ⇒ https://en.wikipedia.org/wiki/Non-disclosure_agreement Retrieved:2021-12-4.
- A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), secrecy agreement (SA), or non-disparagement agreement, is a legal contract or part of a contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to. Doctor–patient confidentiality (physician–patient privilege), attorney–client privilege, priest–penitent privilege and bank–client confidentiality agreements are examples of NDAs, which are often not enshrined in a written contract between the parties.
It is a contract through which the parties agree not to disclose any information covered by the agreement. An NDA creates a confidential relationship between the parties, typically to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects non-public business information. Like all contracts, they cannot be enforced if the contracted activities are illegal. NDAs are commonly signed when two companies, individuals, or other entities (such as partnerships, societies, etc.) are considering doing business and need to understand the processes used in each other's business for the purpose of evaluating the potential business relationship. NDAs can be "mutual", meaning both parties are restricted in their use of the materials provided, or they can restrict the use of material by a single party. An employee can be required to sign an NDA or NDA-like agreement with an employer, protecting trade secrets. In fact, some employment agreements include a clause restricting employees' use and dissemination of company-owned confidential information. In legal disputes resolved by settlement, the parties often sign a confidentiality agreement relating to the terms of the settlement. Examples of this agreement are The Dolby Trademark Agreement with Dolby Laboratories, the Windows Insider Agreement, and the Halo CFP (Community Feedback Program) with Microsoft. In some cases, employees who are dismissed following their complaints about unacceptable practices (whistleblowers), or discrimination against and harassment of themselves, may be paid compensation subject to an NDA forbidding them from disclosing the events complained about. Such conditions in an NDA may not be enforceable in law, although they may intimidate the former employee into silence.
- A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), secrecy agreement (SA), or non-disparagement agreement, is a legal contract or part of a contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to. Doctor–patient confidentiality (physician–patient privilege), attorney–client privilege, priest–penitent privilege and bank–client confidentiality agreements are examples of NDAs, which are often not enshrined in a written contract between the parties.