The term “non-disclosure agreement” has been quite controversial in recent years. People often associate the term with someone who has behaved inappropriately and want it kept quiet. However, there are practical purposes behind them, and it may be that you could need a non-disclosure agreement so it is worth knowing what they are for and what you should consider when making one or signing an agreement.
One reason why you would want someone to sign an NDA (Non-Disclosure Agreement) would be if you created an invention or business idea. While it is recommended that if you are unsure it is best not to discuss what you have invented, there may come a time that you want to speak to potential investors or a marketing agency to promote it.
An NDA would allow you to discuss the details without worrying that someone could steal the idea or pass the information on to potential competitors. Equally, this can work the other way around as well, whereby the investor can talk to you about a possible offer without you discussing this with a rival investor. Generally speaking, this information can be restricted to around three to five years, as this will usually be the time when the information would get out (there are exceptions to this, such as sensitive customer data).
Read the small print
If you are working for someone else, then you may be expected to sign an NDA for them as well. For example, if you were working on a film as an animator or special effects technician, they may ask you to sign an NDA to ensure you do not leak spoilers to the press.
However, that NDA should be reasonable- they should not block you from working elsewhere, and it should not prevent you from reporting anything inappropriate or illegal. Equally, it is vital that you ensure that the person who has drawn up the NDA has the authority to do so.
Make a note
During any meeting, it is recommended that you record a conversation or note down any information shared. This could prove crucial later on should any inappropriate information be leaked out. It is also important to note any dates and times as this will mean people know the context and when this was discussed.
There are exceptions- if you are speaking to certain authorities then your NDA may not be exempt from freedom of information requests (covering the 2000 Freedom of Information Act, the Scottish Freedom of Information Act in 2002 and the 2004 Environmental Information Regulations).
We can help
As with any agreement, it helps to check that anything you write is properly worded so that people are aware of what can or can’t be shared, and that if there are any breaches of that they are aware of the potential legal consequences.
At Larcomes, we believe in providing the resources necessary to support our specialist professionals, while at the same time providing the personal customer service to guide you through the process. Contact us today, and we will be happy to discuss your NDA requirements in more detail.