Understanding Confidentiality and Nondisclosure Agreements

Introduction

• Overview

1. Can You Sign This NDA: What Is a Nondisclosure or Confidentiality Agreement?

• What is trade secret law?
• The basics of nondisclosure or confidentiality agreements
• One-way vs. mutual
• Additions: Solicitation, competition, and IP developed

2. The Structure of Most Confidentiality Agreements

• Understanding the preamble of a contract including contract recitals
• The main body of the contract
• The miscellaneous provisions

3. Reviewing the Confidentiality Agreement: Where Should You Focus?

• Define the confidential information
• Identify exceptions
• Understanding confidentiality agreements: Term and termination
• What are miscellaneous contract provisions and do they matter?

4. Examples for Each NDA Hot Spot

• Sample of a real confidentiality agreement

5. Should You Take the NDA to a Lawyer?

• Yes, but hire a lawyer first
• Is DIY an option?
• When a confidentiality agreement clearly needs an attorney's attention

Conclusion

• Conclusion