Non-disclosure agreements (NDAs) are documents that protect confidential work information. They require staff and business associates to agree to certain terms when it comes to proprietary information, such as trade secrets.
NDAs are essential for businesses, but the document must be enforceable. Here is how you can ensure enforceability when developing an NDA.
Include lots of details
When language within NDAs is vague, the court is less likely to verify the legality of the document. That is why you should include as much detail as possible, as detailed documents are more likely to be upheld in court. However, avoid extremely rigid language and clauses in the NDA, or the court may have issues with the document’s legality.
Keep clauses legal
You cannot use an NDA to require an employee to commit an unlawful act. For instance, a business cannot include a clause that stops a worker from reporting a crime to the proper authorities, as the clause puts the employee in a position to experience legal issues themselves. In the event the worker witnesses criminal activity, they are fully within their right to report the issue without fear of legal recrimination.
Ensure info is confidential
Certain forms of information should not appear within a legally binding NDA. For example, info widely known by the public is not confidential, therefore it should not appear in the document. This is true even if the information is important to a business, as the public’s awareness of it renders it non-confidential.
In the event of a true breach of NDA, your business has legal recourse. However, an unenforceable document will not benefit your business, as illegal clauses will offer little protection against information disclosure.