How to Review a Non-disclosure Agreement - Florida IP Attorney

Posted January 5, 2022 by floridaipattorney

NDA is legally enforceable contracts that create a “confidential relation” between a person who has sensitive information. Miami, Florida IP Attorney provides you all the patent services.
A non-disclosure agreement (NDA) is a confidentiality agreement between two parties. It ensures that any information given to third parties cannot be used or spread without written consent. It also prevents conflicts of interest and protects trade secrets, proposals, and other confidential information from becoming public knowledge before the company deems fit.

The client is confident that the company or person will not disclose any information about their project. This could allow them to share sensitive information about a new device they are manufacturing, a business plan they have been working on for years, or even a celebrity client whose name they wish to protect during negotiations.

For both parties, an NDA can be valid when doing business together. When sharing private and confidential information in the early stages of negotiations, it may be wise to sign an NDA document to prevent potential conflicts down the line.

One way to ensure that both sides understand what is included in the agreement is by using the suggested language below. The critical elements of this section are: Confidential Information means all non-public information that provides value or is helpful to the company. Confidential information includes, but is not limited to: Information about products and services; financial information; business operations and plans; marketing strategies, new projects, and ideas; designs and technical information related to these products and services.

How To Use A Non-disclosure Agreement

Non-disclosure agreements (NDAs) are essential for protecting your confidential information. Unfortunately, many people don't read the non-disclosure agreement they sign or trust the person who gave them their non-disclosure agreement to protect their company's secrets. You should always read an NDA carefully before you sign it.

Typically, an NDA consists of a written contract between two parties where one party shares information with the other party. The first party agrees not to disclose any confidential information belonging to the second party and vice versa. NDAs are used in almost every industry today, from technology startups to biotechnology companies to individuals sharing personal information about themselves or business partners. Having an NDA in place can help you protect your patent and trade secrets.

If someone does not live up to the terms of the NDA, they might be violating a contract and could owe damages. The remedies for breach of an NDA may include injunctions, money damages, and disgorgement. When determining whether an NDA has been broken, courts will consider the following: (1) how important the secret information is; (2) if there was any confidentiality obligation; (3) who broke the agreement; and (4) what kind of damages should be awarded.

How to Review Non-disclosure Agreement

When reviewing an NDA, it is essential to read it and pay attention to its details and exceptions. Scrutinize each provision to ensure nothing contradicts or undermines another condition within the contract. For example, if one provision states the subject is strictly confidential, an exception that allows for public disclosure should not be included.

Understand what you disclose:

It's essential to understand what information is disclosed under the terms of a non-disclosure agreement. For example, "proprietary" and "confidential" statements may have different meanings in compliance with the law. As such, it is necessary to thoroughly examine each provision within or attached to an NDA to ensure that all disclosures are understood and fall within the confines of confidentiality agreements.

Examine Exceptions: Although exceptions are often allowed in non-disclosure contracts, it's critical to carefully review them, since over broad exceptions can end up nullifying the provisions of an NDA. Some standard exceptions include:

-- information that the recipient independently developed;

-- information must be disclosed by law or regulation, but only if it doesn't violate any trade secret provisions within the NDA itself.


NDAs are an essential mechanism for protecting your company's most valuable assets. When reviewing the terms of an NDA, be sure to scrutinize its provisions and exceptions to ensure it is enforceable, protects all critical intellectual property rights, and won't undermine confidentiality stipulations. Also, don't forget to have legal counsel review any NDAs before executing!

The conclusion of this article reminds readers that non-disclosure agreements are essential for protecting confidential information. Many unfortunate things could happen if a person doesn't read the non-disclosure agreement or trust the person who gave them their non-disclosure agreement. If someone breaks the contract, they could owe damages, including injunctions, money damages, and disgorgement. It's also important to remember that NDAs can have exceptions depending on the case, so it is essential to read each provision carefully. Check the Florida IP attorneys team if you want to set a confidential agreement in Miami.

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Issued By Florida IP Attorney
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Categories Law
Tags confidentiality agreement
Last Updated January 5, 2022