NDAs

What they are, when they should be used and the new oneNDA tool everyone is talking about?

Sharing knowledge and information is often necessary when running an organisation, including not-for-profit and/or charitable organisations. In some cases, this knowledge and information might be confidential. For example, it might contain trade secrets or donor lists which could cause monetary or reputational harm if made public. One way to protect against the risk of harm, whilst still sharing confidential information, is to enter into a non-disclosure agreement (NDA).

In this article we explain what an NDA is, when an NDA should be used and provide information about the new oneNDA which can help your organisation by making entering into NDAs easier!

What is an NDA?

An NDA is a non-disclosure agreement (sometimes also referred to as a confidentiality agreement). It is a binding contract used to help ensure confidential information remains confidential. An NDA can be one-sided, so that only one party is required to keep information confidential or it can be mutual, where both parties are sharing information with each other and want to restrict the other from disclosing that information or using the information other than for a specified purpose. In rarer occasions an NDA can be multilateral, where three or more parties agree not to disclose confidential information.

How do NDAs help protect confidential information?

NDAs help protect confidential information because there are consequences associated with breaching an NDA. If a party breaches an NDA, such as by disclosing the confidential information to a third party or using the confidential information in a way not permitted under the NDA, the other party can claim against them in court. Whilst the remedies provided by a court will depend on the circumstances, they can include, for example:

• injunctive relief (which will help ensure more confidential information is not disclosed or used inappropriately); and

• monetary damages for loss incurred.

When should an NDA be used?

Organisations should consider using an NDA whenever they are providing a third party with information that they do not want to be disclosed, either publicly or to any specific third parties. NDAs are particularly important where the disclosure of that confidential information could result in loss of profits, resources or reputational harm.

Whilst NDAs can be used in a multitude of contexts and to protect various types of information, common examples of types of information covered by NDAs include:

• business or strategic plans that are not otherwise in the public domain;

• trade secrets, technical drawing or designs;

• customer or donor lists;

• details about a potential merger or acquisition; and

• information on a proposed idea (such as campaign ideas).

What is oneNDA and how can it help your organisation?

GRM LAW together with other law firms and major corporates have worked with The Law Boutique to design a simple, user-friendly, standard form NDA which can be used for basic commercial transactions. Adopting the oneNDA can help protect your organisation’s confidential information whilst also saving it time and resources associated with drafting and negotiations. The best part is, it’s completely free!

If you think your organisation could benefit from oneNDA we suggest visiting the oneNDA website where you can access the oneNDA, find information on when the oneNDA should be used and discover ‘The Graveyard’, a page that explains why certain terms were excluded. 

_________________________________________________________________________________________________________________________________________________________________

For more information, please contact Gavin McInnes on 07 3367 8681 or g.mcinnes@grmlaw.com.au.

 The information contained in this article is general in nature and cannot be regarded as anything more than general comment. Readers of this article should not act on the basis of this comment without consulting one of GRM LAW 's legal practitioners who will consider their particular circumstances.

Expertise

GRM LAW has a wide range of experience assisting companies in all aspects of business, corporate and IT law.

Not only will you find that GRM LAW is likely to have assisted someone in your exact situation, but you’ll find that a GRM LAW lawyer can distill a complex legal issue into a set of actionable options for you to consider.