NDA Drafting & Review

Confidentiality agreements tailored to legitimate business interests.

Understanding the matter

An NDA should specify protected information, permitted uses, exclusions, duration and available remedies without creating unnecessary or unenforceable restrictions.

Relevant documents and information

Business relationship, information types, geographic scope, intended recipients and existing contracts.

Possible legal assistance

We prepare or review confidentiality clauses, exceptions and remedies consistent with the governing law.

An NDA should define confidential information in a way that fits the actual business relationship, including appropriate exclusions for public material, independent development or lawfully obtained information. It should also clarify permitted recipients, security expectations and the duration of obligations.

One-way and mutual NDAs allocate risks differently. Remedies, return or destruction obligations and any restrictions on work or competition should be reviewed carefully to avoid provisions that are overbroad or inconsistent with applicable law.

The appropriate process, available remedies and scope of representation are determined after considering the evidence and relevant jurisdiction.

Prepare for your consultation

Please provide a short summary of the matter, any imminent deadlines and the applicable state or country. Sensitive material should only be provided through a secure channel after intake instructions are confirmed.

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Define what information an NDA actually protects

An effective nondisclosure agreement identifies confidential information, permitted purposes and recipients, exclusions, duration, protective duties and what happens when the relationship ends. Overly broad restrictions may be difficult to apply, particularly where public information, independent development or legally compelled disclosure is involved.

Plan for use restrictions, return and enforcement

Identify the business relationship, whether protection should be mutual, which teams or advisers need access, whether copies may be retained and the governing jurisdiction. Consider employee or contractor obligations and how the NDA interacts with intellectual-property ownership. Distinguish confidentiality obligations from noncompete or nonsolicitation clauses, which may have separate enforceability limits.

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Speak with the firm about the facts and what legal assistance may be appropriate.

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