Non Disclosure Agreement Tips
Here are some non disclosure agreement tips that should be of use to any company. They are based on 20 years of business experience, not on any lengthy study of the law. Please download 7 Non Disclosure Agreement Tips. Some ways around the obvious difficulties discussed below are covered, plus other useful information.
Defining What Is Confidential
What are the criteria I see most often in disclosure agreements concerning what is required to make information confidential? It depends on whether the information is presented in written 
or oral form.
Written Information
A very common provision is that written information has to actually be marked “confidential”. This seems straightforward, but it really has a two landmines built into the language.
-
If the information should have been confidential and someone just forgets to mark it, where are you?
-
A problem arises when you mark too many things “confidential” when they are not. (I believe the test is if you keep them as confidential in other circumstances.) This is a legal point, so I am going by what lawyers told me, but it is a simple concept. If one of your people puts up a chart showing the names and locations of available meeting rooms, but it is in a PowerPoint deck, every page of which is marked “Confidential”, you could have a problem protecting the information that actually is confidential.
So, some care has to be taken if the non disclosure agreement has these provisions for written information: do not fail to mark something that is confidential and do not mark things that are not.
Oral Information
When presented orally, two requirement I often see are (i) an oral statement must be made that the information is confidential when it is presented and (ii) the party receiving the information must receive written verification that certain identified material was confidential within “x” days of its delivery.
Now, I have no empirical evidence, but how often do you think a presenter or the attendee at a simple meeting remembers to write down everything he/she said that was confidential and actually passes it on to the other side? My guess is that the percentage is very low in both cases. There would also be a temptation to write that “the presentation (or discussion) on May 17 was confidential.” I do not know if that introduces the same problem as in bullet two under Written Information, but it is probably better than the alternative of forgetting to write anything.
Download 7 Non Disclosure Agreement Tips. Some ways around the obvious difficulties discussed above are covered, plus other useful information.