What is an NDA?
Presently Information is everyone’s precious property. so people take high measures to save from harm. If your unprotected information goes to a off beam hands, it may generate a superior loss. Here Non Disclosure Agreement plays a vital role in protecting valuable information which is passed on other party for some process.
In the day by day business activity we are suppose to pass on some of our valuable information to our staffs, service provider or to some third party. Hence there is always a threat that it may be steeled. hence having a strong Non Disclosure Agreement comes to the role of protecting your valuable data from mishandling.
Parties to the agreement
Disclosing party: The one who discloses the valuable information.
Third Party: Agents, staffs or partners of the receiving party
Receiving party: Receiving party is the one who receives the valuable information for certain purpose
Key elements of an NDA
The Parties of the NDA & Confidentiality Agreement
What deems to be confidential in the NDA agreement
The Obligations of the receiving party of the agreement
Use purpose of confidential info & Exclusions
Common mistakes in NDA
- Signed by the wrong party : If the NDA is signed by the person who is not authorised to do so, the receving company is not bound by the agreement. hence the disclosing party should be very careful while signing the contract.
- Disclosure made prior to NDA : If the agreement is made after the disclosure, then the proper provisions should be inserter for protecting the disclosure with predate clause.
- NDA signed for information which is in public domain : On wrong assumption or oblivious situation if an agreement is signed for the subject matter is an information already available on public domain, then the NDA will become infructuous
Dealing of Courts
- The following are the main points, that how the Courts dealing with the Breach of the Confidentiality agreement.
- While looking into the NDA related issue, the court will look into various factors.
- Whether the information that is passed is Confidential.
- Whether Confidentiality provision is expressed.
- Whether the recipient had used the confidential information for unauthorised purpose.
- Whether the owner had suffered because of the breach.
- On existence of the above substances, the court will order damages or stay order against the receiver.
There are two main obligations on the receiving party's Confidential Info :
- The receiving party should keep the confidential information secret.
- The received information should be used only for the purpose that is assigned for.
So if the NDA is good strong enough, on breach, the disclosure can sue against the receiving party for damages.