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non-disclosure-agreement

Non-Disclosure Agreement (NDA)​

Non-Disclosure Agreement is a contract by which one or more parties agree not to disclose confidential information that they have shared with each other as a necessary part of doing business together. An NDA is a legal agreement between the start-up and its employees that requires the employees to keep certain sensitive information and intellectual property confidential. This can include trade secrets, proprietary information, and documents, and other data related to the company's IP.

JOB INTERVIEW NDA​

You may end up divulging trade secrets when interviewing prospective employees, especially for sensitive jobs. Any person you hire should be required to sign an employee NDA (or an employment agreement containing a nondisclosure provision). But, of course, the interviewees you don't hire won't be signing an employment NDA or employment agreement. For this reason, have applicants for sensitive positions sign a simple nondisclosure agreement at the beginning of a job interview. You can find an explanation for the Visitor Nondisclosure agreement here.

non-compete and non-solicitation clauses​

The NDA can also include non-compete and non-solicitation clauses that restrict employees from working for competitors or soliciting the company's customers or clients.

include in your NDA may be to make sure the agency and its employees:

  • Can’t work on similar domain or idea for the next 2 years
  • Can’t work with your competitors (name them!)
  • Can’t share or reuse your code or its parts
  • Can’t start another company using your idea

The sole purpose of the Employee Nondisclosure Agreement is to make clear to an employee that he or she may not disclose your trade secrets without permission. Lawyers recommend that employers use such agreements prior to an employee starting work. If the agreement is with a current employee, we recommend that you give the employee something of value over and above normal salary and benefits.

State laws may prohibit employees from stealing trade secrets even in the absence of nondisclosure agreements. State laws prohibit employees from improper disclosure of your trade secrets even without using an NDA. We advise you to use an NDA because it's possible to obtain additional benefits when suing over a broken contract including increased damages, payment of attorney fees and a guarantee as to where or how the dispute will be resolved.

Non-Disclosure Agreements: The What, Why, and How | IP QuickDate

unilateral or mutual​

unilateral or one sided NDAs are generally used by larger entities or businesses to protect the information they're sharing with freelancers, contractors, and employees.

mutual or two-sided NDAs involves two parties where both parties anticipate disclosing information to one another that each intends to protect from further disclosure

  1. the parties bound by the contract
  • a person, a person representing the company, do they have the authority to sign for the company
  • Affiliate?
  • subsidiaries
  1. term of the obligation
  2. definition of confidential info
  • too vague or too broad
  1. how do you protect someone's info
  2. remedies: what resolutions are available to the other party if you breach
  3. indemnification: what are you liable for if you breach?

reasons:

  • access to proprietary data

keep passwords / api keys confidential

I must take reasonable precautions to maintain the secrecy of any token/api key/password. Reasonable precautions include not telling or allowing others to view my password. securing my terminal/laptop. storing customer information and sensitive documents in a secure place.

title: NDA
subtitle: Membership Agreement
url: /admin/legal/BUILDthenMARKET-NDA.docx
title: NDA
subtitle: Membership Agreement
url: /admin/legal/old-NDA-2019.docx
title: NDA
subtitle: Membership Agreement
url: /admin/legal/old-SGC-NDA.docx