NON-DISCLOSURE AGREEMENTS AND ITS RELEVANCE.

A Non-Disclosure Agreement (otherwise known as “NDA”and/or a Confidentiality Agreement) is a legal contract or agreement between two or more parties with the sole intention of preventing the said parties from disclosing shared confidential information disclosed in the course of a commercial or employment relationship to any party or person who is not privy to the contract. It signifies that a confidential relationship exists between parties involved.

Furthermore, a confidential agreement can be included in the main contractual agreement or be entered into as a stand-alone agreement.

The Non-Disclosure Agreement (NDA) may be used by companies and organizations that are considering going into business with other persons, companies and organizations to restrict the use or disclosure of confidential information shared in the course of the business. NDA can also be used in an employee-employer relationship where employees need to have access to confidential information in course of their employment and the employer prepares a NDA to prevent the use or disclosure of the information for any other purpose.

“I COULD TELL YOU BUT I’D HAVE TO SIGN A NON-DISCLOSURE AGREEMENT”

UNKNOWN

TYPES OF NON-DISCLOSURE AGREEMENTS.

The type of NDA to be entered into depends on which party is providing the confidential information. To this end, NDAs can be either be:

1. Unilateral or 2. Mutual.

UNILATERAL NDA

A Unilateral NDA is a one-way agreement where only one party in the business relationship will be provided with the information to be protected. It is designed to stipulate the duties and obligations of one party to the agreement. It is commonly used in employment relationships.

MUTUAL NDA

A Mutual NDA is a type of agreement where the information provided will be shared between the parties. The agreement will clearly set out the confidential information that parties wish to share between them and restrict their use and access to third parties.

RELEVANCE OF NDA

• NDA can be used to define confidential information that can be disclosed and what information cannot be disclosed.
• NDA is used to protect (confidential) information from being disclosed.
• NDA sets out the consequences of a breach.

BREACH OF NDA

Like any other contract, there are reliefs provided by the law when a NDA is breached by either Party. These reliefs includes:

1. Account for profit (which is done where the defaulting party is made to account for profit made from the breach);
2. Injunctive relief (to prevent the defaulting party from further use of the confidential information.
3. Civil action in Court.

Finally, for start-ups and entrepreneurs looking to go into a new partnership or seeking for funds from that Venture Capital firm, before you tell them your plans and ideas, we advise you have a NDA handy. Consider it an emergency umbrella you carry around so that just incase it rains, you won’t get wet!

For preparations of your Non-Disclosure Agreements (and other contracts), you can send an email at legalcentralng@gmail.com. Efficiency, excellence and punctuality are our watchwords. We aim to serve you well.