NDAs (Non-Disclosure Agreements) protect information that is commercially valuable to your business: know-how, source code, trade secrets, product roadmaps, and financial terms. They are used before presentations, pilot collaborations (PoCs), hires in sensitive roles, or due-diligence exercises. To be effective, they require proper legal drafting, not a generic template.
Why an off-the-shelf NDA is insufficient:
Each project has different information flows, counterparties, and risks. Generic forms often:
- leave gaps for subcontractors, affiliates and professional advisers,
- select unsuitable jurisdiction or forum,
- conflate the contract term with the confidentiality period,
- omit rules on return and destruction of materials, including copies and back-ups.
The result is an ambiguous or legally deficient NDA that invites disputes and fails to provide adequate protection.
What a properly drafted NDA should cover:
- Definition of Confidential Information with realistic carve-outs (already public, lawfully known, independently developed).
- Purpose limitation / Scope of use tailored to the specific collaboration.
- Access controls: who may access (employees, advisers, subcontractors, affiliates), on a need-to-know basis, under binding confidentiality undertakings.
- Protection measures: appropriate technical and organisational safeguards and, where relevant, an audit trail.
- Duration: a clear contract term and a separate confidentiality term (often longer, particularly for trade secrets).
- Return/Destruction of all materials at the end of the relationship, including all copies and back-ups.
- Permitted disclosures to regulators or courts, with prior notice and strict data minimisation.
- Intellectual property & residuals: no assignment or licence arises by disclosure; explicit treatment of any residual knowledge concept.
- Forum, jurisdiction and interim relief for rapid protection when needed.
- Data protection (GDPR): if personal data are involved, include appropriate data-processing clauses or a separate Data Processing Agreement (DPA).
Accordingly, NDAs should be prepared with legal counsel to ensure these elements are addressed precisely and enforceably.
When drafted for the actual needs of the collaboration, with clear definitions, robust protections, and suitable jurisdiction and forum, an NDA genuinely safeguards the value of your information and materially reduces legal and business risk.
