Advice When Customizing and Sending an NDA for Signature

Any NDA (also known as a confidentiality agreement) must explain fully the information which must be protected by the party who is receiving it. We will explain how to best utilize an NDA template to make sure your company’s proprietary information is fully protected.

• Key Clauses in NDA Agreements
• The Importance of Accuracy in NDA
• Avoiding Common Mistakes with NDAs
• Additional Resources

A properly prepared NDA will have key clauses in it which are designed to protect your business’s confidential information. Make sure when you are using an NDA template you review each of these clauses for accuracy.

• Parties to Agreement and Date
• Confidential Information Defined
• Exclusions from Definition
• Nondisclosure Obligation
• Standard of Protection
• Compliance with Legal Process
• Return of Confidential Information
• No Representations
• Remedies for Breach
• No Waiver
• Termination of Agreement
• Governing Law
• Attorney Fees
• Miscellaneous Provisions
• Acceptance of Electronic Signatures as Original
• Terms of Amendment (if allowed)

Before an NDA can be enforced, it must be accurate. Be certain when you are using an NDA template you are thorough and should be specific. Ascertaining the various issues which could occur should there be a breach should be your guide when customizing.

Keep in mind, you should have a separate statement which resolves issues in the event of “compelled disclosure”. This means the person receiving your confidential information may have a court order which forces them to make disclosures. You can include a clause which waives the receiver’s obligation but also provides for them to allow you to intervene in this event.

There are some common mistakes which can result in an NDA being unenforceable. Therefore, before you send the prepared agreement created using an NDA template for signature, you should check for the following issues:

• Trade Name Usage — naming the parties using their legal names is important. However, if someone works under a trade name, a DBA, or something other than their legal business name, it should be included in the NDA.
• Defining Time Restraints — an NDA cannot be good forever because the information which is confidential could eventually become public. Therefore, having specific time restraints can help protect your information while not being too restrictive.
• Lack of Specificity — make sure the information which you intend to keep confidential is specified in the document. It is always good practice to ensure any information you are sharing is clearly marked “proprietary” or “confidential” before sharing.
• Jurisdiction — be certain you are executing the agreement with the proper jurisdiction listed because otherwise it will be unenforceable. Generally, the agreement is enforceable in the jurisdiction of the person who is sharing information, not the person signing the agreement.
• Legal Standing to Execute Agreement — ensure the person who is signing an agreement has the authority to do so. For example, you may have a marketing plan and you are sharing it with the marketing salesperson — they may not be authorized by their company enter into an agreement to protect your confidential information.

• Score:The Who, What and Why of Non-Disclosure Agreements
• Non-Disclosure Agreement Tips and Traps
• Forbes: The Key Elements Of Non-Disclosure Agreements
• Issues Enforcing Nondisclosure Agreements
• Legally Compelled Disclosure

The final part of an NDA is a properly executed signature section. Keep in mind, chances are both parties are signing on behalf of a company. The wording for this must be specific. For example, you would list the company as the signatory and each party’s name as signing on behalf of.

You will also want to make sure the agreement signatures are collected privately and that the fully executed agreement is readily available for both parties to maintain for their records. This process can be complicated if you are conducing business across state lines, halfway across the country, or even across country borders.

The best way to handle this is to thoroughly review your customized NDA template for accuracy and then share the document with the appropriate parties using Nitro Sign. You can use this service for all types of contracts.Try Nitro Sign today for free!