Non-Disclosure Agreement Traps
Here are some common problems with Non-Disclosure Agreements (sometimes called Confidentiality Agreements) that we have reviewed.
1. Contracting parties
Think about precisely who is to be bound by the Agreement and make sure that they are named as parties to the agreement and they sign-off.
If you are dealing with a business make sure that the legal entity that owns the business is a party. “Business names” and “Trusts” are not legal entities. Who owns the “business name” (a business name search may be necessary); who is the trustee of the trust - they are the party.
2. Agreement or Deed
If employees, contracts or other third parties are to be bound a Deed must be used.
3. Limitations on disclosure
A good agreement contemplates precisely how the Material will be used by the recipient party (that is, who within their organisation will have access to it.)
4. Material to be kept confidential
There is no point being too broad here with words like “everything I show you”. Be specific. More …
5. Purpose of Disclosure
Make sure this is stated.
6. Return of Confidential Material
When the purpose is finished there should be an obligation for all copies of the Material to be returned. I have even seen a Statutory Declaration required at this point.
Resource: Non-Disclosure Agreement from OnlineLegal.com.au
Other Resources: Non-Disclosure Agreements add value | www.onlinelegal.com.au