A non-disclosure agreement is a confidentiality agreement used by companies in order to protect privileged information and sensitive information.
A non-disclosure agreement is a confidentiality agreement used by companies in order to protect privileged information and sensitive information.
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A non-disclosure agreement is usually between two parties. This could be an employer and an employee, a company and an independent contractor, or another type of business partnership.
The non-disclosure agreement must include specific details about the information that will need to remain confidential. The more specific detail regarding the information that is listed in the agreement, the better. This will ensure everything that needs to remain confidential will be covered by the contract.
An agreement involving confidentiality should be reviewed and signed before the parties begin working together with the restricted information. This ensures that the agreement is in place legally before the information is shared between them.
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Today's business world is a global marketplace, fueled by networking and the cross-fertilization of ideas. As an entrepreneur, you want to join forces with talented professionals who can help expand your business and make your big ideas into reality. The internet makes finding such collaborators easier than ever. However, before you start sharing your ideas all over the world, you need to take steps to protect your intellectual property. That's where the non-disclosure agreement (NDA), also known as a confidentiality agreement, comes in.
What's that?
A non-disclosure agreement is a document that protects confidential information. Anybody privy to valuable intellectual property, whether they are an employee, a partner, a client, a consultant, a vendor or an investor, should be asked to sign one.
Do I need to use this non-disclosure agreement for everything?
No, and you don't want to overuse it. People dislike hassle, and a powerful party like a potential investor will often walk away from the prospect of signing an NDA, in favor of a project that doesn't require one.
Here are two examples of situations involving intellectual property. One is NDA-appropriate and one is not.
Not NDA-Appropriate : An idea for an oxygen-run robot that churns out macaroni and cheese.
NDA-Appropriate : An idea - including blueprints, calculations and a list of potential materials - for an oxygen-fueled macaroni and cheese robot.
See the difference? The first idea is just that - an idea. It may seem original, but technically someone else could have thought of it. The second idea warrants a non-disclosure agreement because it includes data - specific plans, blueprints, etc. - that can be used to bring the idea to fruition. In other words, it contains intellectual property that someone else couldn't just think of, and is therefore in need of official legal protection.
So, what goes into a confidentiality agreement?
A typical non-disclosure agreement should contain the following:
These are just the basics. Some states may have additional provisions for non-disclosure agreements. When drawing up your NDA, be sure to check your state's official website for any requirements.
The document formally known as a non disclosure agreement has several different names: NDA (which is really just an acronym for nondisclosure agreement), confidentiality agreement, confidential disclosure agreement, and proprietary information agreement. Regardless of what we decide to call it, we're still referring to the same type of contract, and it's an important one. To be specific, a non-disclosure agreement is a contract between two parties in which one or both agree to keep certain information confidential; in other words, they agree not to reveal the information to any third party. In many cases, one party in the contract will be providing the information to the other party, and the former will be requiring the latter to avoid disclosing that information to anyone else; this is known as a unilateral NDA, and it is the most common type of confidentiality agreement. If both parties are supplying information that should not be disseminated, then the form would be known as a bilateral NDA.
None of this is really as complicated as it might sound. In many instances, an NDA is simply used to protect a business owner from having an employee or business partner "spill the beans" if he or she is given sensitive or private information. Examples of this private information would be a trade secret, a unique invention or patent idea, client information, a marketing plan, an investment strategy, a plan for a new manufacturing process, test results that have been revealed to lab workers, or a document that is being prepared for publication. Let's say, for example, that a publisher wants to hire a proofreader to edit a newly written e-book. Undoubtedly, the publisher would not want the proofreader to secretly take the information in the e-book and use it to write and sell his or her own e-book. By having the proofreader sign a non-disclosure agreement, the publisher is creating a legal instrument that can help prevent the proofreader from disclosing the information in this or any other manner.
This scenario presents us with a legal consideration pertaining to confidentiality agreements: they are quite commonplace and should be used frequently by businesses that wish to protect themselves from information leaks. Because they are necessary in many situations, businesses should not be afraid to ask employees and business partners to sign them. Furthermore, one should not be hesitant to sign an NDA if asked to do so, especially if the protection of sensitive information is at stake.
Nonetheless, even though employees and business partners should not be afraid to sign these forms, they should read them carefully prior to signing them. This is a serious legal consideration, since a non-disclosure agreement is a legally binding document. By signing such a document, one is agreeing to all of its terms and conditions. Failing to read this kind of document carefully and hastily signing such it could result in adverse legal consequences.
The language used in the form is also a legal consideration, since a properly constructed NDA form needs to clearly specify the information that must not be disseminated. Locating a free NDA template via a search engine such as Bing or Google is an effective way to familiarize oneself with the type of language that this sort of form should have. Doing this can be as simple as doing a search and combing through the search results to find the most professional-looking forms to fit your situation.
Upon considering the legal aspects of a non-disclosure agreement, one can clearly see why they have become so commonplace. If you're serious about limiting the dissemination of your business's confidential information, then an NDA is exactly what you need. Do your research, learn as much as you can, and find out how this type of confidentiality agreement can protect you and your business today.
If you are a business owner who is issuing a confidentiality agreement (also known as a non-disclosure agreement, confidential disclosure agreement, or proprietary information agreement) to an employee or business partner, then you are using an important legal instrument. In essence, you are asking that person to sign a form requiring him or her not to share a specified set of information that may be disclosed to him or her. This information is probably of a sensitive, proprietary, and/or private nature, and breaking the terms of this contract could entail serious legal repercussions. The information can vary widely and, to provide just a few examples, could include client information, trade secrets, an investment strategy, a unique invention or patent idea, a marketing plan, a plan for a new manufacturing process, a document that is being prepared for publication, or test results that have been revealed to lab workers. Naturally, if you are a business owner who is preparing a confidentiality agreement template, it behooves you to know the major components that it should contain.
In contrast to a business owner, if you are an employee or business partner who is being asked to sign such a document, you will probably be on the receiving end of private or sensitive information and must refrain from disseminating it. In this case, you will undoubtedly benefit from knowing the key components of a confidentiality agreement, since it is vitally important to understand all parts of a form that you are being asked to sign. The good news is that it is not extremely difficult to learn about the main components of the document.
We can begin at the top of the document, which will most likely have a title clearly indicating that the form is, in fact, a confidentiality agreement (it might not call it by those exact words, since there are a number of possible synonyms). Under the title, there should be a section specifying the full names of the primary parties involved in the contract—to wit, the disclosing party and the receiving party. It is also not unusual for the contract to specify the location and/or contact information of these two parties. Next, there should be a statement that the two parties agree not to disclose certain confidential information, which is to be spelled out throughout the document.
The next section would be the main part of the form, and it should enumerate the type(s) of information that must not be disclosed. In other words, the confidential information should be defined as precisely as possible in this section. Afterwards, there may also be a component of the contract in which exclusions are specified. This section would clearly explain any type(s) of information that would not be barred from disclosure. Examples could include information that is publicly known or that the recipient has developed independently.
Another typical component of the confidentiality agreement template will lay out the obligations of the receiving party. To put it simply, these obligations will center on the requirement of the recipient to keep the information in strict confidence and to refrain from disseminating, copying, publishing, or otherwise revealing it without express permission from the disclosing party.
After the obligations of the recipient have been explained, other sections will often include a specification of the time period of the contract, as well as any severability clauses (conditions in which the contract may be terminated). At the bottom of the form should be sections for the disclosing party and the receiving party to print and sign their names and to write the current date.
To see all of this on paper (or at least on a screen), you can try searching on the worldwide web. If you intend to produce or sign this type of form, you'll be expected to understand each and every section of it; therefore, it's in your best interest to check out some examples, read each document carefully, and always be sure to know your rights before signing your name at the bottom of the page.
Introduction
Here is our guide to non-disclosure agreements (NDAs). We cover what NDAs include, different types of NDAs, key components of NDAs, red flags to watch out for in signing an NDA, and the role of NDAs in instances of sexual harassment. We hope this guide helps you navigate the wide range of uses and variations of NDAs.
What is a Non-Disclosure Agreement?
A non-disclosure agreement (NDA) is a contract in which the parties involved agree to keep information covered in the agreement confidential. According to the Small Business Administration, NDAs can cover any information, knowledge, or material that is not already public or that people may already know.
NDAs are often created when two parties agree to conduct business with each other. They are also common between an employer and employee.
NDAs are also called confidentiality agreements or proprietary information agreements.
When are NDAs used?
NDAs are common when one party shares private or proprietary information and needs to ensure the information will not be stolen, used, or disclosed without consent.
Here are some situations where NDAs are commonly used:
One final note: for startups seeking venture capital investment, NDA’s are not recommended. Most VC investors will refuse to sign them.
Why investors don’t sign NDA’s, and what can you do about it
As mentioned above, investors generally do not sign NDAs because they hear thousands of pitches per year. NDA’s generally have a term of 2-5 years, so by signing NDAs an investor would be operating under thousands of NDA agreements at any time, which is nearly impossible to keep track of and comply with.
What can you do
Mutual vs Non-Mutual NDA
What’s the difference? It’s simple. In a Mutual NDA, both sides share confidential information. With a Non-Mutual NDA, only one side does.
Key components of an NDA
While there are endless possibilities of what can be included in an NDA, most share the following elements:
NDA’s and Intellectual Property
It is important to highlight that NDA’s cannot simply prevent other companies from using your intellectual property. That is too broad to be legally binding. Instead, to hold up in court, there must be clear, confidential information or trade secrets detailed in an NDA.
With this in mind, the creative team of any business should obtain a series of NDAs at each stage of the creative process.
NDA’s for Developers
Developers are often asked to sign NDAs. Its therefore important to understand both why this is the case and how to make sure any NDA request is fair.
Why are you (the developer) being asked to sign one?
Generally, developers are asked to sign NDAs because of their knowledge of algorithms, prototypes, or other design elements that are essential to a client’s business. Furthermore, a client may plan to patent some of the information shared with developers.
How do you know if it’s fair?
Here is a checklist that can help you ensure any NDA requests are fair.
Assessing red flags
Here are some things to look out for when signing an NDA. The inclusion of any of these items is a red flag. Signing the NDA, therefore, may not be in your best interest.
NDAs for Employees
According to the Harvard Business Review, approximately ⅓ of employees in the US are tied to their employers with NDAs. NDA’s in employee contracts generally include a non compete clause which prohibits a full time employee from working for a competitor for a given period of time.
Relatedly, if you hire a contractor with whom you will share sensitive information, consider having them sign an NDA.
What contractors should look out for in NDAs
If you’re a contractor and are asked to sign an NDA, look out for the following:
NDAs and sexual harassment
NDAs are often part of legal settlements involving sexual harassment. In these scenarios, the victims of sexual harassment sign an NDA agreeing never to discuss the abuse in exchange for, typically, financial restitution. If a victim breaks their silence and the NDA, they may face legal action and may have to pay significant financial penalty, often more than the actual settlement amount.
NDAs, in these scenarios, are used by wealthy individuals and public figures to essentially buy silence and intimidate victims from speaking publicly about their abuse or maligning their abuser in any way.
Though these NDAs are legally enforceable, they are coming under increased scrutiny as a result of the recent high-profile cases of serial sexual abuse by public figures like Harvey Weinstein.
What to do if you experience workplace sexual harassment
Sexual harassment is defined, legally, as discrimination based on sex. This can occur in many ways, including unwanted sexual advances, requests for sexual favors, verbal or physical conduct of a sexual nature, etc.
What are my options if I’m harassed?
It is important you understand your resources and use them in the event you face sexual harassment.
What if I fear retaliation if I report?
This is, unfortunately, far too common for victims who report their harassers. Many individuals, therefore ( particularly women), do not feel safe speaking out against workplace sexual harassment for fear of retaliation or of losing their jobs.
It is important to make sure you have a support system when reporting (friends, family, colleagues) and also understand that employers are legally prohibited from retaliating against employees who report sexual harassment.
And remember, if you report, you are legally protected from termination as a result of doing so.
Conclusion
That covers the basics of NDAs. As you see, NDAs are often very simple and easy to navigate. They are put in place to keep important confidential information private. Often, involved parties have no issue signing NDAs. However, there are other instances where NDAs can be complicated, too broad, or be too burdensome for signees. And at their worst, NDAs are used to cover up abusive behavior. Therefore, we hope this guide helps you navigate the wide range of uses of NDAs--from the simple to the complex.
Methodology
Our team at FormSwift created a map to show how states are dealing with workplace sexual harassment as a result of numerous sexual harassment claims brought forth throughout the US and in the US government in 2017 and 2018, particularly in relation to non-disclosure or confidentiality agreements. We divided states on the map into three categories: states that have proposed or enacted new legislation to combat workplace sexual harassment and/or it's reporting, states that are in the process of revising or discussing current state legislation, and states that have not discussed nor proposed new legislation. We included along with our map a chart of resources to each state's proposed legislation (when applicable).
Salary negotiation happens behind closed doors, which creates an air of mystery around a particularly stressful part of the job hunt. Fifty-seven percent of people don't bring the question up at all. They accept the offered salary and hurt their long-term prospects by starting out at a lower pay scale. However, 75 percent of employees who go through salary negotiation end up receiving the requested raise. Use this guide to find your way through these difficult conversations and get paid what you're worth.
Many people avoid salary negotiation for entry-level positions. If you recently graduated from college and this is the first marketing analyst job in your field, you may worry that the company may revoke the offer.
Once you get to the point in the interview process that involves the job offer, the company has already invested a significant amount of resources into recruiting you. These costs range anywhere from $1,000 to over $5,000, depending on the position you're pursuing and the time it sat unfilled. You may not get the salary you request, but you have a low risk of losing the offer at this stage. Don't bring up negotiations until you already have a verbal or written offer. Otherwise, you may create the impression of overeagerness or greediness.
Gather as much hard data as possible when you sit down to discuss your salary. You need to justify why you're asking for more money or additional benefits. Research the typical salaries for your position, making cost of living adjustments based on your location.
If you have in-demand skills, point out the financial benefits the organization stands to gain. Some companies may recognize the value you bring to the table but lack the resources to increase the initial offer. Consider asking for non-monetary benefits, such as extra vacation time, work-from-home days or flexible scheduling.
Ask your friends or family to help you roleplay this discussion. You can discover potential objections to your request and gather more information to address them. If you worry about the conversation being hard to start, spend time practicing openers until it feels natural.
You have a strong progression in your career, and you're solidly in the mid-level product manager area. Salary negotiation can get challenging at this stage due to an emphasis on salary history. If you accepted the base salary for your first few positions, you start to see the impact now.
Keep vague about your salary history early on in the interviewing process. You don't want to put yourself in a position of undercutting a potential offer, and if the topic comes up later in recruitment, the employer has more riding on a successful offer. Look at the short- and long-term trends in your industry to more accurately gauge your market value. The average salary for your position may be on the low side, but if your skill set has steadily increasing demand, you're in a better negotiation position.
Use your successes at previous positions to show the company exactly how you help their goals. Research the company to understand the direction it's going in and the type of data that would impress it the most. If you have an estimate of how much it would cost to recruit another product manager, consider that when calculating your request.
One of the most important parts of negotiating your mid-level salary is to be prepared to walk if you can't find a compromise with the company. If you push back and go through an extended offer-counteroffer cycle, you'll start your relationship with the organization on the wrong foot.
You have your eye on a senior-level human resource administrator position, and an organization has invested a significant amount into the recruitment process. Salary negotiation is an expected and complex part of a senior-level job offer, so you have less to worry about when it comes to starting the conversation.
Approach the negotiation table with the understanding that you want to reach a mutually agreeable offer. You are not simply an employee; you are an essential part of the company's operations. Advocate for yourself and your most important salary requirements during this process. If you run into difficulties finding hard salary data on the offered position, reach out to your professional network.
Senior-level salaries vary widely based on factors that include bonus compensation packages, added perks and industry averages. You have less information available, but the details you do have can play a key role in this process. Since the recruiter expects you to reject the first salary offer, you can wait for the right time to discuss salary. They know it's coming and are often willing to work with you to find a good compromise.
Go beyond explaining you have the right skill set for the job. The company already knew that when they decided to pursue you. Instead, emphasize how you fit with the company's culture. Many organizations look at a person-to-organization fit to gauge long-term compatibility.
Salary negotiation can be a stressful part of the job hunt, whether you're headed to the interview for your first job or moving into an executive position. Keep this guide nearby when you need a blueprint for getting the best salary.
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