In business, there’s a couple of instances wherein it may want to divulge confidential information with other parties. The key to doing so properly and safely is by making sure the other parties are bound to respect information’s confidentiality and not utilize the information given in order to induce harm.
A common way of protecting the secrecy of sensitive information that is given is through the creation of non disclosure agreements. A non-disclosure agreement is also commonly referred to as NDA or confidentiality agreement.
In this article, we’ll provide you with the essentials on how to write a non disclosure agreement. Let’s start!
How to write a non disclosure agreement?
Identify the Involved Parties
Like other written agreements, an NDA should include the names of all involved parties. There should also be a statement of declaration of the parties entering in their own free will to non-disclosure contractual agreement. It’s essential for the document to provide specifics on the receiving party and the disclosing party.
The names have to be legal and complete, regardless of whether concerned parties are artificial entitles or natural persons. This is when you also provide an introduction to the document.
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Define the Confidential Information
It’s also essential to provide specifics or descriptions of what’s considered confidential. It’s possible to provide a scope of the items that are considered as sensitive information or the information itself which is confidential. Most non-disclosure agreements feature lists of the covered information. Best examples include financial information, financial data, proprietary information or trade secrets, unpublished patent applications, schema, R&D data and processes, details of clients, customers, and vendors, and business practices and tactics.
Provide details on the Data and Place
Provide details on the place and data for the enforcement of the non-disclosure agreement. The details are necessary when determining the applicability of all relevant regulations, including territorial and chronological scope in which an NDA is both legally binding and enforceable.
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Provide Information on the Receiving Party’s Obligations
An important component for any NDA is the receiving party’s obligations. Providing the obligations of the receiving party on the information it receives limits the usage of the information. This can be based on the enumerated purposes of the document. Providing details on the receiving party’s obligations will also restrict information’s transmission to identified recipients, offer protocols in order to contain information and make sure it is secured, and provide a requirement to observe protocols when utilizing mediums in storing, containing, transmitting, and/or sharing confidential information. It’s an essential step in writing NDAs as a receiving party should know its duties.
Set an Expiration Date
It is best to include a time limit or duration of the non-disclosure. This can depend entirely on the creator of the contract and the information’s nature. It is especially important to provide a date of expiration for long-term agreements that would affect their prospects. Specific statements can also be included indicating that sensitive information that hasn’t been disclosure during a predefined disclosure period wouldn’t be considered confidential.
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Layout Restrictions or Exclusions on Disclosure
A specific clause for the inapplicability of non-disclosure or restrictions on the disclosure of information can provide a receiving party additional rights other than what’s the definitive definition for what’s confidential. The inapplicability of a non-disclosure often takes into effect when a recipient has prior knowledge, the recipient received information from a different source, information has been made available to the general public, and/or the court has issued subpoenas requiring the receiving party in disclosing sensitive information protected by an NDA.
Add a Severability Clause
Severability is necessary for a non-disclosure agreement. It’s essentially a statement that declares an entire NDA’s enforceability even when there’s a legally unacceptable or invalid component or clause to the agreement. Remember that without the clause, an invalid clause can void an entire NDA.
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Provide Notice of Immunity
Remember that a court order for confidential information can render a non-disclosure agreement as ineffective as laws and regulations always supersede agreements. But, it’s still necessary to reiterate statements or notices of immunity that free up receiving parties from criminal or civil liabilities for the disclosure of confidential information because of court orders.
Include Other Clauses
Depending on your specific circumstances, your NDA can include other clauses or components that are utilized in other kinds of contracts. This can include a choice of law, statute limitations, choice of jurisdiction, arbitration clause, and merger or integration clause among others. There are NDAs that also complete restrictive covenants or non-compete clauses.
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Legalization of UAE Non Disclosure Agreements
There are a lot of instances wherein non-disclosure agreements are necessary. Principal situations include when you need to convey valuable details on businesses or business ideas and you want to make sure receiving parties don’t steal your information or utilize it without getting your approval.
To make sure that your NDA is enforceable in UAE, our team here in Notary Public Dubai can help you with its legalization. Call us today for more information!
Hassan Humaid Al Suwaidi is a UAE Citizen and the founder of the firm HHS Lawyers. He has a vast experience of 20 years of dealing with high-value and complex notary requirements. Hassan has been involved in some of the largest legal settlements in the UAE and is commended for his ability to attain the most favourable outcomes for his clients.