Strategies for Drafting and Negotiating Non-Disclosure Agreements
As with any contract, non-disclosure agreements are least effective when treated as boilerplate afterthoughts, points out Sean W. Fernandes in an article for the American Bar Association’s Mentoring New Lawyers blog.
“To ensure that clients obtain the maximum benefit of non-disclosure agreements, lawyers should tailor the agreement to the information being shared and the risks attendant to the disclosure,” he advises.
In his article, Fernandes discusses:
- a statement of purpose
- terms governing permissible uses
- a definition of confidential information
- procedures for labeling confidential information
- what steps should be taken to secure confidential information
- procedures governing unauthorized disclosures
- expiration of the agreement and return or deletion of confidential information
- a discussion of remedies
