Non-disclosure or confidentiality agreements are legal documents normally used in the business-to-business market. They are typically used where a contract isn’t in place so that you can share information with confidence while exploring a business opportunity or negotiating contractual terms.
If you have signed a contract with your client or supplier, an NDA is normally not necessary because that contract should already protect confidential information through appropriate confidentiality provisions, as well as intellectual property and data protection clauses etc.
If you don’t have a contract or an NDA in place, the only other course of redress if you think your confidential information has been unlawfully exposed is through common law. But, that will involve some hoop jumping to prove information should be classed as confidential and therefore protected. This could be tricky if you don’t have a well-defined commercial relationship or a clear record of what information is confidential and how it should be used.
There are also statutory protections under the Trade Secrets, Freedom of Information and Privacy rules, but they do not extend to all types of confidential information. So, the upshot, to avoid any uncertainty and to protect your valuable information, it is best to have an NDA in place. Here are the five things an NDA should typically cover: