Example of content in Non-disclosure agreements

Non-disclosure agreements (NDAs) are necessary when you tell other people about your idea before it has reached the market.

They might concern discussions with future employees, consultants, partners and investors. You should think carefully about what you say and consider only presenting limited aspects of your idea and the associated product. 

It is useful to know that investors and others in similar roles are reluctant to sign non-disclosure agreements at an early stage in a process, as doing so could jeopardise their future investments. 

Examples of non-disclosure agreements 

The following considerations can be covered by a non-disclosure agreement:

The non-disclosure agreement applies between/to specified parties. 

  • Who or what provides confidential information?
  • Who is bound by the agreement?
  • Contracts with individuals or companies: who is covered by sub-group agreements? 
  • For what purpose is the information being provided, and in what way or under what conditions is it anticipated that the information will be used? 
  • Delimit the further dissemination of the information.
  • Assess the time span during which the information will be of commercial value and what harm would be caused if the information were to be disclosed.
  • Is any information within the company exempt from the non-disclosure obligation and if so what? 

Non-disclosure of patentable components (in order to maintain the novelty value).

  • If such information exists, it should be covered by specific clauses concerning penalties, etc. 

Who owns the intellectual property rights that are created within or incorporated into the company while the company is active? 

  • What type of information is covered by the agreement?
  • Copyrights
  • Customer databases and other related rights
  • Intellectual property rights which partners “take into the business with them”. 
  • Trade secrets
  • Know-how

Define what will happen if someone leaves or dies. 

  • Competing activity, Non compete clause (NCC)
  • Fines
  • Should information and working material be left behind after a position or assignment is terminated or finishes?

Define how long the agreement is to apply after appointment. 

  • Make sure the agreement is not valid for too long

Define how any disputes will be resolved. 

  • Alternative dispute resolution
  • Choice of governing law and forum rules
  • Consider specific consequences in the form of fine