How to Write a Perfect NDA

What Is a Non-Disclosure Agreement?

An NDA lets you share sensitive information with others without worrying that it’ll spread. It bans your employees, partners, and other signing parties from sharing the information.

These forms can cover trade secrets, financial data, customer lists, IP, and more. However, you must make sure you only share these after the other party has signed your NDA.

Types of Non-Disclosure Agreement

There are three main NDA types, specifically:

• Unilateral: Only one side discloses confidential information, and only the other party has to keep it secret. Employers use this to share sensitive business data with employees.
• Mutual: This NDA swears both sides to silence. These are commonly used during major business deals where two or more companies must openly share their internal data.
• Multilateral: Multilateral NDAs involve at least three parties. They’re usually in place for projects with many stakeholders, all of whom must maintain complete confidentiality.

It should be clear which type of NDA best fits your situation. Every party that you’ll need to keep the information secret, including yourself, must sign the document before learning too much.

Finding an NDA Template

Plenty of sites come equipped with NDA document templates that you can customize to fit your specific situation. You’ll usually do this by answering questions, such as:

• What is the relationship between the parties?
• What types of information do you need to protect?
• Which part of the UK is acting as the governing law?
• Will you be including a non-compete agreement?
• How long will the agreement remain in effect?
• Would you like to create any extra clauses?

These sites offer these templates for under £3. This is a small price for complete legal peace of mind — especially if the alternative is a pricey lawyer.

You can still edit the document once you get it. As you might have a round or two of negotiations first, this lets you keep customising the agreement until it’s ready to sign.

What to Include in Your NDA?

A template site usually takes care of the NDA’s core elements, but you’ll still need to make it suit your situation. Here’s how you can make an NDA your own and stay in complete control of your confidential data:

Defining Confidential Information

Your NDA shouldn’t include details of the confidential data, but it should give a rough description of it. For example, it must specify that the sensitive information includes trade secrets, or signing parties won’t know where the confidentiality starts and ends.

Setting Out Appropriate Measures

The agreement must also explain the other party’s obligations to keep the information secret — this means knowing who else to share it with and securing any sensitive documents. If there is a breach, they must report it immediately.

Upholding Data Protection

Similarly, your NDA should reinforce the importance of sticking closely to GDPR, the UK’s main data protection law. For example, it must state how the company will process the sensitive data to keep it safe from breaches and other issues.

Explaining Exclusions

Many NDAs have sections setting out exclusions to confidentiality, such as if the other party has been compelled by a court order to divulge the information. However, even this can only be the bare minimum, and they must consult you first.

Including Return/Destroy Provisions

NDAs don’t last forever, and the people who sign one might stop working for (or with) you before the expiration date. A return/destroy clause lets you compel the other party to return or destroy any sensitive business documents.

Dealing With a Breach

If someone knowingly violates your NDA, you can file an injunction that immediately stops them from saying anything further once approved. Alternatively, you could send a cease and desist letter promising legal action if they don’t stop.

Here’s what you should do if you notice a breach:

• Identify where the breach came from; this should be easy to track
• Gather evidence of the breach, including emails and screenshots
• Figure out the impact it had (or could have had) on your business
• Send a cease and desist letter — or ask a court for an injunction
• If they still refuse to stop, you can sue them for monetary damages

Consider being lenient if the disclosure was accidental. However, someone maliciously sharing confidential information could seriously harm your business, possibly by sharing trade secrets or upcoming products with your competitors.

Final Thoughts

A custom non-disclosure agreement lets you guarantee your information stays safe. Make sure you follow the above steps; these could save you from spending thousands on a lawyer, either to draft an NDA or pursue damages.