NDA are seperate documents that are formed and signed independent of other contracts like – employment contracts, service agreements, to name a few. Ideally, an NDA should have the purpose of its formation highlighted clearly, and should not be lumped together with some other Contract. It should be crucial for your business, to have the NDA clearly define what constitutes as Confidential Information. Our Team is aware that internet provides a plethora of useful and free resources online. However, our Team is also aware of what’s available for Free is not always good. Below are some of the Key Problems that our Team has found in the Free NDA Templates that are available online. We advise you to be mindful of such problems when downloading and relying on such NDAs.
1. Defining the Scope of the Agreement-
One of the key components of an NDA is the Confidential Information that it protects. Thus, a crucial step is to define what “Confidential Information” is. The Free Templates that are provided online more often than not skip out on these details, or they are catered towards to a specific type of business. For e.g., an NDA that is made specifically for software developers would not serve to be useful to your case if you’re not in the same category. Thus, it’s important to clearly define what Confidential Information is in YOUR NDA before moving forward.
2. Unnecessarily Complicated-
An NDA that is poorly written is made to be overly complicated, or otherwise, hard to understand. A breach in such cases will happen unintentionally, which would lead to court cases. It’s best to avoid that. Thus, make sure that your NDA shouldn’t confuse you nor the other party, with overly complicated language. Simple to understand and easy to execute, should be the highlight of the NDA.
3. Exceptions to the case-
An NDA always contains exceptions to what constitutes as Confidential Information, this includes, information which is already available to public domain. Additional exclusions may be included in the Agreement, which are necessary for the proper working between the parties. Thus, it’s necessary to spot and highlight the already existing exceptions that are given in the Free Templates, and to replace them with something more fitting to your case!
4. Time Limit-
Always change the Time Limits that are given in an NDA! The Term of the NDA could be for an year or two, however, the obligation to keep certain information confidential could extend beyond the Term of the NDA. It’s crucial that the NDA you download should have the necessary wordings for it! Look for Clauses starting with “Term of the Agreement” or “Termination of Agreement”.
5. Trust is essential-
NDAs are there to provide a strong legal incentive for a person or company, signing such an agreement, to avoid doing activities that breach the Agreement. There’s no guarantee for the same. Our Team would highly recommend that you only deal with people that you can trust who would want what’s best in your interest, along with their own.
Free templates are more often than not one sided, to the extent, that it can deter the other party from signing such an Agreement. Be mindful of that!
NDAs are crucial to any Company or Startup. The NDA you rely upon, should be specifically made for you, and not some copy-pasted generic thing.
However, as long as the NDA achieves its main goals of preserving and protecting confidential information of each party, the parties can always rely on resources available for them. Always be mindful of what you’re signing, so that you’re not tied to an unwanted commitment.
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