Oral information, in particular, can be difficult to manage. Some recipients of information insist that only information transmitted in writing should be kept confidential. And of course, the party giving oral information may say it`s too tight. The usual compromise is that oral information may be considered confidential, but the disclosing party must, at some point, confirm the other party in writing shortly after disclosure, so that the receiving party is now informed of oral statements that are considered confidential. In California (and other U.S. states), there are special circumstances regarding confidentiality agreements and non-compete rules. California courts and legislators have signaled that they value an employee`s mobility and entrepreneurship in general more than protectionist doctrine. [7] [8] Be sure to cover all your bases by clearly defining the disclosing party, the receiving party, all third parties and their obligations under the agreement. Confidentiality agreements are available in two basic formats: a mutual agreement or a unilateral agreement. The unilateral agreement is if you plan for a single page to share confidential information with the other party.

The NDA form is applicable to situations in which each site may exchange confidential information. Due to the unique nature and purpose of this type of legal agreement, there are some characteristic elements needed to create a strong NDA that truly guarantees your trade secrets and reputation: as a result, the NDA you design and sign should be very clear about who is who and at what quality. It doesn`t have to be complicated: just make sure that the deal is organized in such a way that there is no confusion as to which party reveals what secret. However, if you are the recipient of the confidential information, you will probably want to insist on a set period of time when the agreement ends. Finally, after a number of years, most information becomes useless anyway and the cost of monitoring confidentiality obligations can become costly if it is an „eternal“ obligation. Most of the agreements I see (if they have a duration) have a delay of two to five years. But your NDA should also say that even if the term is over, the disclosing party does not give up any other rights it may have under copyright, patent, or other intellectual property protection laws. Examples of non-reciprocal agreements can be employee contracts or if you want to present an idea to a potential investor and make sure they don`t take up your ideas and don`t work. On the other hand, if you are the recipient of the information, you have a legitimate desire to ensure that the information you are supposed to keep secret is clearly identified so that you know what you can and cannot use. One of the tricky things here is to think about whether other people or companies could also be parties to the agreement.

Does the recipient expect to display the confidential information to a related or related company? To an associate? To an agent? If so, the NDA should also cover these third parties. . . .