Non-disclosure agreement: what it is and how to set up a [GUIA]

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Non-disclosure agreement: what it is and how to set up a [GUIA]

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No matter the industry, the size of your company and the suitability of your employees, suppliers and business partners: your intellectual property is yours, and yours alone. Hence, the importance of having a non-disclosure agreement (or NDA) to prevent possible problems.

And the reason for this is simple: even if it seems to have no risks or the information leaked is not worrying, at first, the problem can generate a series of inconveniences and losses for the company.

For example: a new project, still undisclosed, that reaches its competition can cause it to launch the idea to the market before its company, which is the original owner of the idea.

This and other situations can – and should – motivate the drafting of a non-disclosure agreement. And, in this post, we will talk about it all. Check out!

What is the non-disclosure agreement?

Also known as the NDA (acronym for the non-disclosure agreement in English), the non-disclosure agreement is a legal instrument to protect yourself from your intellectual property. It applies to:

  • products;
  • Law Suit;
  • services;
  • agreements.

The contract provides for athe penalty for whoever discloses that information without the prior consent of one of the parties involved, as per the agreed terms.

Especially, its relevance is because some data cannot be protected by various laws, such as:

In short, this contract is a legal and preservation instrument that applies to every type of project, product, planning or transaction – and that provides for sanctions or penalties if it is breached.

What are the benefits of having an NDA?

In addition to more efficient control of your intellectual property, the non-disclosure agreement can guarantee that your company protects itself and obtains advantages of all kinds! Below, we will list the main ones:

  • competitive advantage, in view that eventual planning and negotiations remain confidential, which can catch your competition off guard when the project is executed and become public;
  • a prosperous and confidential organizational culture is created among your team members themselves. After all, all information will remain internal and without risk of leaks. This also preserves the company's image;
  • autonomy to disseminate the desired news, at the desired time.

It is also worth noting that the non-disclosure agreement is not an exclusively corporate tool.

Individuals and companies can use it, guaranteeing validity for all types of formalities that may require confidentiality.

When to use the non-disclosure agreement?

Now that we've seen the importance of the NDA, it's time to look at what moments it can be of great value to your business:

  • internally, with employees, in any situation where data confidentiality is necessary. Something that is valid even in cases of dismissal;
  • with your suppliers and partners commercial, preventing good business conditions from being dispersed to the market, guaranteeing the advantages obtained in a project, for example;
  • franchisees they can also sign a confidentiality agreement, so that the headquarters' secrets are not also leaked to the competition;
  • investors. Thus, eventual business secrets remain on the negotiating tables, even if the deal is not concluded.

Read too: How to find out your investor profile?

It is also worth noting that the NDA can be applied in the way that best suits the protection of your company. And not only in the situations mentioned above.

This subject, even, raises the importance for current concepts that can cause problems of information leakage – if the company and the employee are not properly cared for. To deepen your knowledge in the area, we invite you to know, after this reading, an article that talks more about BYOD, and the advantages and disadvantages of bring your own device in organizations.

How to develop a good NDA?

Start with the support from a legal professional and who is a specialist in making and / or reviewing a non-disclosure agreement.

His presence can be decisive to prevent important aspects of the negotiation from being overlooked or containing loopholes capable of being exploited by the other party.

But in general, keep in mind that your NDA has to anticipate the following points:

  • detailing. The more precise and specific your NDA, the more effective the agreement will be;
  • count on everyone's signature that, directly or indirectly, will be involved in the information protected by your non-disclosure agreement;
  • dates are also valuable for making this material. It can provide deadlines and validity for the agreement to have its legal efficiency guaranteed;
  • penaltiesfinally, they should be considered to ensure that none of the parties involved are encouraged to disclose confidential data.

Think about these aspects before drawing up your non-disclosure agreement, as these are the main measures that will guarantee the desired security.

What are the types of non-disclosure agreements?

To finish the subject, stay on top of the types of NDA that exist, allowing you to compose a document that is fully customized to your goals and needs.

There are two agreements that can be made:

  • the one-sided;
  • the bilateral.

And what are they?

A non-disclosure agreement unilateral considers that only one of the parties must respect the required secrecy. For example: an employer may demand the confidentiality of his company's intellectual property from employees, but the owner of the enterprise is “free” from this obligation, since any damage to the information leaked by him is harmful in itself.

The agreement bilateral provides for sanctions for both parties. Something that can occur more frequently in various commercial agreements, such as company mergers and company expansion plans. After all, the leak of information can harm both sides, and not just one of those involved.

Data governance, therefore, is already extremely important for any type of organization. But, through the non-disclosure agreement, this protection becomes even more complete.

If you know any company, partner or friend who can make use of this subject to apply in their specific situations, take the time to share the post on your social networks, and mark colleagues who should be interested in the non-disclosure agreement!

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