In recent years many companies have turned to standard “form” contracts for common business arrangements such as nondisclosure/confidentiality agreements (generically referred to as NDAs). On the surface, this appears to be an efficient use of limited personnel and an effort to be more responsive to businesses’ interactions with current and potential customers, suppliers, investors, and collaborators. This trend, however, has led many to mistakenly believe that these agreements are simply “forms” to be filled out by anyone in the organization without much care or consideration for the subject matter being disclosed or the understanding of appropriate terms and conditions governing the relationship.
It should be appreciated that an NDA is often the gateway for targeted discussions that lead to business relationships, investments, product, service, and material evaluations, sales, product and market developments, and other business or technical arrangements. As such, it is critical that the agreement is written with consideration of the context of the relationship. Some common areas of concern involve issues as modest as identifying the correct legal parties to more strategic decisions around what level or type of information will be disclosed and received and by whom.
