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A non-disclosure agreement (NDA) or confidentiality agreement, is a contract between parties whereby the disclosing party agrees to disclose information on the basis that the recipient party will maintain the confidentiality of that information.
NDAs are frequently used between parties to protect commercially sensitive information. It may be that the information is especially valuable to the company, or that it would be particularly disastrous if a competitor got hold of it. In such circumstances, it may not be enough to rely upon a relationship of confidence; businesses will usually want a contract in place to provide protection. Furthermore, it serves as a useful tool for indicating the seriousness of the parties’ intent.
It is vital to consider the appropriateness of using an NDA before it is too late and the relevant information has already been disclosed – it is much more difficult to retrospectively protect that information once it has been released and to ensure the information does not reach the public domain.
At BakerLaw, we can advise disclosers or recipients on NDAs both in respect of commercial contractual arrangements or as part of a business sale or purchase.