Imagine this scenario: you’re trying to get another party to sign an NDA, but you’ve already disclosed confidential information to them. If that’s the case, will the NDA still protect you from them unlawfully disclosing the information you’ve already shared?
The short answer is “yes,” but you need to make sure the NDA covers you for that.
First, make sure you have our NDA template. And then read below to learn how to cover yourself.
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You’ll want to tweak the template in a couple spots. First, in the “Confidential Information” paragraph, change the first sentence to:
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Example “Confidential Information” means any information that is proprietary or unique to the Company and that is or has been disclosed by the Company to the Recipient before or during the term of this Agreement, [keep the rest of this paragraph]. |
Then skip to Paragraph 4(a) - Exclusions. Take out the “number 1” that says “(1) was known to the Recipient before disclosure by the Company as evidenced by contemporaneous records” and leave the rest. It’d say this instead:
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Example (a) This Agreement imposes no obligations upon the Recipient with respect to Confidential Information that: (1) has become publicly available through no fault of the Recipient; (2) is disclosed to the Recipient by a third party that has the right to make the disclosure to the Recipient and that does not have any obligation of confidentiality with respect to the Confidential Information; or (3) is disclosed by the Recipient with the Company’s prior written consent. |
Easy Peasy!
Comprehensive Guide to Writing an NDA
The biggest question now is, "Do I need a lawyer for an NDA?” For most businesses and in most cases, you don't need a lawyer to start your business. Instead, many business owners rely on Legal GPS Pro to help with legal issues.
Legal GPS Pro is your All-In-One Legal Toolkit for Businesses. Developed by top startup attorneys, Pro gives you access to 100+ expertly crafted templates including operating agreements, NDAs, and service agreements, and an interactive platform. All designed to protect your company and set it up for lasting success.
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Chris Daming, J.D., LL.M. : Aug. 1, 2024
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