What’s a Non-Disclosure Agreement (NDA)?
An NDA is an agreement in contract law that certain information will remain confidential. As such, an NDA binds a person who has signed it and prevents them from discussing any information included in the contract with any non-authorized party.
When entering into an NDA with another company or individual who sends the NDA?
Whenever we are signing any legal document with another company we generally want to use our legal contracts and terms. It makes it operationally easier as we do not have to evaluate the language they are using the terms have generally already been cleared by our legal team. Generally this is hard to accomplish with companies larger than us who will insist we use their “paper”. For instance - when we sign a deal with Roku - they’re a publicly traded company, they likely won’t even discuss using our “paper”. Always try to use our “paper” unless the company says it must be theres. If you feel that we shouldn’t be using the other companies paper because they are smaller than us or we have more negotiating power you can always escalate to @Alan d'Escragnolle for advice.
When is an NDA needed?
Generally NDAs are hard to enforce. We should only push for an NDA when we believe that if the information we were sharing with the 3rd party is extremely confidential and would harm our business if the information was made publicly available. We generally don’t need NDAs with our contractors and employees because confidentiality is already covered in those agreements. For instance - if we are looking at buying a company - we’ll want an NDA in place because if the 3rd party starts publicly stating we’re looking at acquiring them it could invite other companies to bid different amounts on the company and drive up the price. Always get an NDA in place before extremely confidential information is being shared.
Whats a Unilateral vs. Mutual NDA?
A unilateral NDA is when only one party is required to keep the conversation confidential. A mutual NDA is when both parties are required to keep the conversation confidential. Generally we won’t agree to a unilateral NDA. If a company wants an NDA in place it should be mutual, unless a strong reason.
How do I get our NDA signed? If you need one of our NDAs signed and you don’t have access to Hellosign or DropBox - ping @Simone de Leuw who will send the N.D.A., on your behalf. @Simone de Leuw will add you on CC and you’ll be able to see when the N.D.A. is signed. See here for the NDA - you can make a copy and send to them separately if when Simone sends they say they need to redline.
The company wants to use their NDA, how do I handle?