What's in a Sample Non Disclosure Agreement?

When necessity dictates that you disclose trade secrets or confidential business information to a third party, you might want to look at a sample non disclosure agreement before creating your confidentiality contract.

These legal documents spell out your expectations regarding privacy and confidentiality. A sample non disclosure agreement can be a simple one page document, or a complex contract containing pages of items.

The more complex agreements could include any or all of the following:

Most assuredly, the document must include your definition of the material to be held confidential. This might include such items as unpublished patent applications, financial information, business strategies, your specific know-how and techniques, verbal communications and more.

Your sample non disclosure agreement might also include the exceptions to the rule. These are the restrictions that a court is likely to rule invalid should it come to that. For example, in most case, courts rule that the third party need not observe confidentiality on any prior knowledge they had on your venture. They are not bound to confidentiality on any information they learned from another source. The restrictions are invalid if the knowledge is generally available to the public, or if they are ordered to reveal the information via a subpoena. In such a case, the courts would likely rule that the subpoena overrides the contract.

A sample non disclosure agreement might also include provisions restricting the data in violation of national security, the number of years for which the contract is valid (that is, the number of years the third party must observe the confidentiality, and the number of years for which the contract is binding).

Your contract might also include details of how and under what circumstances the third party can use the information, and how you expect them to safeguard the information. For example, if the third party stores your private information in a computer, what are the expectations regarding safeguarding the digital content from prying eyes? What are the expectations regarding paper files? Imagine a situation where a briefcase containing your private information is stolen from a parked automobile.

Also, your sample non disclosure agreement might cover the conditions under which the third party might make other people aware of the information. For example, suppose you engage a web designer to create your web page. The web designer signs your confidentiality contract, but what he, in turn, must provide your information to a programmer to develop some specific code. What provisions must the web designer make to ensure the programmer observes confidentiality?

These are some of the things to consider for a sample non-disclosure agreement.