Jeff Hornstein is our Business Law attorney member. Jeff gave us a presentation on non-disclosure agreements. One of the first criteria Jeff described is determining who do you want your non-disclosure agreement to be with, for example, an employee or a contractor. Another issue is what do you want to happen if the agreement doesn’t work out. The agreement has to be about information that is confidential, not available to the general public, something that can’t be figured out. The agreement is generally only valid for the time it would take someone to figure it out (as in in case of reverse engineering).
Jeff instructed us to mark documents that fulfill the requirements as “CONFIDENTIAL” (such as cover letters or emails). You must make the other party aware that the document is only to be used for the purpose intended, that they are expected to take care that the documents remain confidential and inform you if there is a breach of the confidentiality and that they must return the documents at the end of the transaction. Remedies for breach of the non-disclosure agreement include an injunction or suit for damages (which can be hard to prove). Breaches can be resolved by lawsuits or arbitration.
Remember Jeff Hornstein and Hornstein Law Office when you hear your associates mention that they are looking to develop business contract or review them, have contracts litigated, or key employee contacts written.