Why should you sign a confidentiality form or NDA?

An article written by: Lee Sonogan


“The agreement or disagreement or its sense with reality constitutes its truth or falsity.”
― Ludwig Wittgenstein, Tractatus Logico-Philosophicus

Your intellectual property takes time and effort. You do not want people disclosing your ideas and thoughts. So why not make it professional and give the creator a peace of mind? The creator needs something to protect them self and this form is a common practise in the business. It is not a trust issue, it is how the new and original ideas get created and surprise you once released to the public.

Yes. Even without an NDA, the law protects people who give confidential information to people who then make use of it or disclose it to other people, in breach of trust. There are several factors a court will look at: It must have been clear to the recipient that it was meant to be kept confidential. The recipient must have made use of the information in a way which was not authorised by the owner of the information. The owner of the information must have suffered some detriment as a result of the unauthorised use.

The more ‘important’ or clearly ‘secret’ the information, the easier it will be to protect. So, for example, it is usually possible to protect trade secrets or carefully protected customer lists. If you can prove the above factors in court, a judge can order them to: stop doing something an injunction preventing them using your trade secrets; or pay back the profits they earned as a result of the breach.

Why should you Use confidentiality forms or NDAs? There are a few good reasons: Non-disclosure agreements provide written evidence of the factors we talked about above. Evidence that: The information has been disclosed; that the person who gave it considered it to be confidential and gave in on that basis and the recipient agreed this.

So, the more clearly the NDA actually describes the information to be protected, the better, as there is less room for doubt. NDAs are contracts, so when someone breaches a contract you can sue and claim damages. Finally, an NDA can include extra clauses that go beyond confidentiality, like non-compete or non-solicitation clauses.

If you have something you are thinking of patenting then you do want to protect it with an NDA. You lose a right to protection for a possible patent if it becomes public before you patent it. You’ll often see NDAs lasting for 2 to 5 years. But NDAs will generally say that once information is made public, that loses its ‘confidentiality’ and people will be free to disclose that information.

Where can I get a NDA template? A quick Google search for ‘non-disclosure agreement template’, ‘confidentiality agreement template’ or even ‘NDA template’ will give you a ton of options. You might be wondering: how do I pick the right one? There are several types of non-disclosure agreements:

  • Business deals
  • Inventions
  • Employment
  • Creative concepts/designs

And if you need help? Bring in the pros: a commercial solicitor will get to know your business, figure out what you need, pick the right template to work from yes, they too use templates and craft the right clauses to use.

Either way, you’ll now be all the more informed when it comes to signing or handing over your NDA for others to sign. Overall I recommend that you just sign the damn thing. You may not get paid. Though long-term, you may get other opportunities at life and be credited with a purpose. An investment of a different kind. Better yet, you might be signing to look at the next amazing and interesting creative piece to come out next to the mainstream before everyone else can see it or use it.

“Where the waters do agree, it is quite wonderful the relief they give.”
― Jane Austen, Emma

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