Non-disclosure agreement

Published byDocMuse

Signed before negotiations, before taking on a subcontractor, or before giving access to internal information. What matters is not the prohibition itself but the three things around it: what exactly counts as confidential, which exceptions are recognised, and how long the duty lasts after the relationship ends. An agreement without those three is hard to enforce.

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Common questions

Is there any point in an agreement like this if I cannot afford to sue anyone?

There is, on two levels. First, it draws a clear line around what is not repeated outside. Second, an agreed penalty makes a breach measurable, instead of turning on proof of loss, which is the hardest part.

Why do I need exceptions?

Because an agreement with no exceptions is unenforceable. Information that is already public, or was lawfully obtained elsewhere, cannot be tied up — and a clause claiming otherwise weakens the whole document.

How long should it last?

Long enough for the information to have lost its value. Open-ended duties look strong but are challenged more often than a reasonable period tied to the nature of the information.

Can I bind subcontractors too?

That is what the clause allowing access only to people under the same duties is for. Without it the information leaves lawfully, through people who never signed anything.