Non Disclosure Agreement (NDA)
It is also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA) and proprietary information agreement (PIA). Draft your NDA with the help of a legal expert within 5 day at Rs. 2999 onwards.
Non-Disclosure Agreement (NDA) is a contract wherein a party is not in the form to disclose the sensitive or confidential information covered by the agreement. NDA generates a confidential relationship between the parties to protect any kind of confidential & proprietary information or trade secrets. It is considered as one of the most authentic ways to protect the unique and unusual trade secrets & other confidential information under the veil.
A non-disclosure agreement is also known as:
- Secrecy Agreement (SA)
- Confidential Disclosure Agreement (CDA)
- Proprietary Information Agreement (PIA)
- Confidentiality Agreement(CA)
A non-disclosure agreement is legally binding and enforceable contract and will be governed by Indian Contract Act, 1872.,/p>
- Presentation of a new product or technology before a prospective buyer or licensee
- Sharing the details of an invention or presenting a business idea with a potential partner or investor
- Presenting the financial, marketing or other strategies to a prospective buyer of business
- Access of confidential and proprietary information to the employees during their course of employment in the company
- Hiring an external agency individual for services and they may have access to some sensitive and confidential information for the purpose
Benefits and Advantages
- It reduces the risk of disclosure of valuable information.
- It maintains the concealment of the information shared between parties of agreement.
- It safeguards the intellectual property and other sensitive information of a company or individual.
- It holds a value of legal document and a legal liability of compensation shall incur in case of breach of agreement.
- Clear and unambiguous language of agreement.
- Parties must be clear about the nature of agreement.
- Clear description of obligations and rights of parties.
- Proper description of the concerned sensitive information.
- Clear mentioning of due-diligence of the parties.
- Mutually selected dispute resolution method.
Unilateral NDA: In this type of NDA two parties are involved in which only one party has the discretion to disclose the sensitive information & predict the other party to forbid the information from any hasten to disclose.
Bilateral NDA: In this type of NDA two parties are involved and both the parties disclose confidential information to each other with an intention to conserve and secure the information from extraneous parties.
Multilateral NDA: In this type of NDA three or more parties are involved in which one of the parties discloses a portion of confidential information and the other party assures to have that information protected from any hasten disclosures.
- Definition of a non-disclosure agreement
- Recognition of the parties
- Rights and Obligations of the parties
- Interpretation or description of concerned “confidential information”
- The activities excluded from confidential treatment
- The term of the agreement
- Dispute resolution method
- State jurisdiction in case of violation of agreement
Common Grounds of Exclusion under a Non-Disclosure Agreement
In the following situations a person can be excluded to a non-disclosure agreement:
- Any other justifiable situation.
- Disclosed by a person who has no duty of confidentiality.
- The said information is already known to public through any other medium.
- Person has informed the disclosing party about the confidentiality clause but forced by court to disclose the information during a legal proceeding.
How to draft a Non-Disclosure Agreement
- What Is a Non-Disclosure Agreement?
- Benefits of a Non-Disclosure Agreement (NDA)
- Confidentiality Clause
- Types of Non-Disclosure Agreements
- Main characteristics
- Legal Status
- Consultation with our Expert
- 1st draft of the Agreement
- Final draft of agreement after revisions
- Background information of involved parties
- Short Description on nature of product/ service involved
Non-disclosure agreement (NDA) is a contract where the party is bound for non-disclose of the sensitive or confidential information mentioned in the agreement.
These are the certain type of information protected by a non-disclosure agreement:
- Mechanism: Manufacturing, chemical, and engineering mechanism.
- Formulas: The most commonly secured trade secrets. For e.g. Elements that give Pepsi its distinct taste.
- Business blueprints and Methods: Marketing schemes, advertising, and product cast announcements.
- Vendor & Consumer Lists: It can be covered by an NDA depending on whether a list can easily be obtained by other means.
- Layout and Specifications: Drawings, documents for machines, buildings, products, inventions and patent applications.
It is prudent to amend the existing non-disclosure agreement in written form under the situations like the parties to a confidentiality agreement discloses the information to a third party, which is prohibited under the terms & conditions of the agreement.
According to NDA agreement, if said party fails to uphold its promise, the other party can challenge the agreement in the court & have the option to take legal action against them.
Stamping is a crucial procedure, without which the document will not be accepted in Court. The price for stamp duty on a non-disclosure agreement will vary from state to state, but it should generally range from Rs. 20 to Rs. 100 in most Indian states.
Breaching a confidentiality agreement attracts penalties based on the provisions of the agreement. The breaching party may be compelled to pay an agreed amount of money according to the terms of the agreement. In case, the terms of the agreement do not mention damages, the party must prove the damages it suffered and will only receive compensation for those damages.
No, it is not mandatory to notarise a non-disclosure agreement.
No, this is not mandatory to register a non-disclosure agreement but it is advised to register as registration makes it easy to prove the validity of agreement.
No, this is not mandatory to have a witness during signing of a non-disclosure agreement but it is advised to have witnesses for further validity and enforceability of agreement. It is important to note that an agreement with witness has a limitation period of 12 years for bringing a claim for breach of agreement in the court of law whereas, without witness there is only 6 years to bring the matter before court of law.
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