The document everyone signs and few read.
WHAT ONE DOES
Restricts what a party may do with information disclosed.
WHAT TO CHECK
Whether it is one-way or mutual What is defined as confidential What is excluded How long obligations last What the permitted purpose is What happens on breach
WHAT EXCLUSIONS TYPICALLY COVER
Information already public Information already known Information developed independently Information required to be disclosed by law
WHY THE PERMITTED PURPOSE MATTERS
It limits what the recipient may do with the information at all.
WHAT TO BE CAREFUL WITH
Agreements that are one-way against you Perpetual obligations Definitions so broad they cover everything you know Non-compete provisions hidden within
WHY THAT LAST POINT
Restrictive terms appear in agreements presented as routine.
WHAT TO DO
Read it before signing.
WHAT TO DO IF YOU ARE ASKED TO SIGN ONE ROUTINELY
Have a standard position on what you will accept.
WHAT TO DO WHEN DISCLOSING
Mark material as confidential Record what was disclosed and when
WHY RECORD
Enforcement requires showing what was covered.
WHAT AN AGREEMENT DOES NOT DO
Prevent disclosure.
WHAT IT PROVIDES
A remedy afterwards, which may be difficult to pursue.
WHAT THAT IMPLIES
Disclose only what is necessary.
WHAT TO NEVER DO
Rely on an agreement instead of judgement about what to share.
