Our Los Gatos Trademark Registration Lawyer Discusses Non-Disclosure Agreement Tips
If you own a business and are struggling to understand trademark law, working with a Los Gatos trademark registration lawyer may provide the assistance you need. Non-Disclosure Agreements are a crucial element of numerous business relationships. There are many circumstances in which you and your business associates may wish to enter into an NDA. Employment relationships, in which an employee may become aware of confidential information upon being hired, often involve the signing of an NDA. Joint ventures, in which two companies are doing business with each other, often benefit from NDAs to protect trade secrets in the event that the relationship dissolves. Supply, distribution and franchise relationships also commonly rely on NDAs to protect their trade secrets and other confidential information.
When it comes to determining what information is and is not protected under an NDA, a San Jose business attorney can provide you with specific analysis. There is no single answer to this question as the answer varies according to the type of business relationship involved as well as the sensitive information being protected. You must also give consideration to the manner in which one part may or may not convey information to another. This includes such questions as to whether confidential information must explicitly be labeled confidential or whether there are certain types of information that are automatically considered confidential. It is also important to consider the definition of the information that may not be considered confidential. There are various circumstances in which disclosure is permitted, and it is equally important for employees and supervisors to know what those are. This helps avoid any doubt when it comes to what should or should not be shared. The NDA itself should thoroughly explain what information is and is not confidential.
People Bound by an NDA
Most people fail to consider who an NDA is binding upon and whether it can be enforced legally against those people. In most cases, the contracting individuals are required to ensure that the information they have access to is not misused by sub-contractors and other employees. While it is not common for an NDA to be enforced against someone who is not directly involved in it, you can include a clause that extends the reach of the NDA to hold its participants responsible for the actions of anyone they expose to confidential information. For example, if an employee who is bound by an NDA shares information with a sub-contractor, he may be eligible for any breach of confidentiality the sub-contractor engages in.
An NDA does not usually have a specific time limit in which the parties are bound by confidentiality. It is preferable to have an NDA that continues to survive for as long as the confidential information stays confidential. For example, a former employee who became aware of a trade secret is usually bound by his confidentiality agreement until the company chooses to make the information public. This is done to prevent employees from leaving one company and delivering trade secrets to another, or sharing them with the public.
Breaches of NDAs
When an NDA is breached, there should be clear rules and regulations that apply within the agreement itself. This can include the right to seek compensation through damages or court intervention. In most cases, people do not consider the practical difficulties of enforcing an NDA. It is important to consider that interpretations of an NDA vary widely from one jurisdiction to the next. It is also important to consider the identities of the contracting parties. It is easier to seek damages from a person in breach of an NDA than it is from a foreign entity with no physical presence in your country and no assets to obtain. A lawyer may be able to provide assistance with understanding and navigating the difficulties presented by such enforceability issues.