This is an important consideration and the end result will depend on several factors, including the bargaining power of the parties and whether or not both parties would disclose confidential information. Mary Hanson notes that the definition, if it is too broad, may be unenforceable. “If [the] definition is too broad or vague, the agreement cannot be applied. This description should define confidential information so that it is enforceable, but should not disclose the confidential information itself. Commercial Property NDA (Confidentiality) – If a landlord tries to sell or lease his property, this contract would be signed by all potential buyers or tenants. The simplest provision is generally appropriate when an NOA is admitted with an individual such as an independent contractor. Use the most detailed if your secrets can be used by more than one person within a company. The detailed provision stipulates that the recipient party must restrict access to persons within the company who are also bound by this agreement. However, it is generally in good practice to include exceptions allowing the recipient to disclose confidential information to individuals, such as lawyers, accounts and other parties, as long as these additional recipients are covered by a written agreement, not to disclose confidential information. It is also important to ensure that who can obtain confidential information in order to promote the authorized or specific objective should be determined.
It is often necessary to pass on information to employees or professional consultants (or even to sources of funding, related companies or sponsors, etc.), but this should be considered on a case-by-case basis. Ideally, these recipients are identified by name, but should be identified at least by class and always on a “need to know” basis. Parties should be aware of the confidentiality obligations that must be imposed on these third parties in order to obtain confidential information. Workers may be subject to confidentiality obligations as part of their employment contracts. There are a number of ways to manage the disclosure of professional advisors: a) they could be invited to become members of an NDA, b) they might only have to agree to keep the information confidential, or c) the parties may simply rely on service secrets imposed on them by their professional board of directors. Disclosure parties should endeavour to ensure that the recipient party assumes responsibility for breaches of confidentiality by employees, consultants, related companies and other necessary recipients, although this request may be categorically rejected by the recipient party.