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In some cases, confidential information is collected and processed by company employees. In these situations, it may be advantageous for employees to sign NDAs that prevent them from disclosing information about the company and its customers. In some cases, there may be government or federal laws that already prohibit such disclosures. Companies often consider partnering with a particular project or effort, and they must share a large amount of proprietary information to each other to evaluate the agreement and bring the business to fruition. Again, this is a typical situation in which a confidentiality agreement is a good idea not only to ensure that the information remains confidential, but also to define the rules for the use of this information by both companies during the project. First, what exactly is an NDA? An NDA is an agreement between two or more parties that imposes certain restrictions on the disclosure of confidential, protected or secret information. Sometimes only one party (or one number less than all parties) will disclose confidential information; this information is generally referred to as “unilateral NOAs” since confidential information flows in only one direction and the obligation to protect and keep information secret in the other direction. In other words, in a unilateral NOA, confidential information is disclosed in exchange for a promise to keep that information confidential. Entrepreneurs and contractors should consider when an NDA is appropriate over the lifecycle of their business. If an NDA is needed, make sure it contains customized safeguards that come for your purposes. If you have any questions about NDAs for your business, contact me at chris@chrisclark.law for more information and to discuss your situation. On the other hand, both parties (or all) sometimes intend to disclose confidential information.

In these cases, a “mutual NOA” is appropriate, since all parties agree to disclose (or, at the very least, possibly disclose) confidential information and all parties agree to respect the confidentiality of the information provided by the other party and not to disclose it.