Editing Non-disclosure agreement (section)

== Content ==
A NDA can protect any type of information that is not generally known. They may also contain clauses that will protect the person receiving the information so that if they lawfully obtained the information through other sources they would not be obligated to keep the information secret.<ref>{{cite web |url=http://smallbusiness.yahoo.com/r-article-a-57763-m-4-sc-25-intellectual_property_using_confidentiality_agreements-i |title=Intellectual Property: Using Confidentiality Agreements |publisher=Yahoo! Small Business |url-status=dead |archive-url=https://web.archive.org/web/20090323220129/http://smallbusiness.yahoo.com/r-article-a-57763-m-4-sc-25-intellectual_property_using_confidentiality_agreements-i |archive-date=23 March 2009}}</ref> In other words, the NDA typically only requires the receiving party to maintain information in confidence when that information has been directly supplied by the disclosing party

Some common issues addressed in an NDA include:<ref>{{cite web
 | url=https://www.extension.iastate.edu/agdm/wholefarm/html/c5-80.html
 | title=Overview of Confidentiality Agreements
 | first1=by Mark J.
 | last1=Hanson
 | first2=Joe R.
 | last2=Thompson
 | first3=Joel J.
 | last3=Dahlgren
 | publisher=Iowa State University Extension and Outreach
}}</ref>

* outlining the parties to the agreement;
* whether confidential information must be labeled as confidential
* the definition of what is confidential, i.e. the information to be held confidential. Modern NDAs will typically include a [[wikt:laundry list|laundry list]] of types of items that are covered, including unpublished [[patent application]]s, know-how, schema, [[finance|financial]] information, verbal representations, customer lists, vendor lists, business practices/strategies, etc.;
* the disclosure period – information not disclosed during the disclosure period (e.g., one year after the date of the NDA) is not deemed confidential;
* the exclusions from what must be kept confidential. Typically, the restrictions on the disclosure or use of confidential data will be invalid if
** the recipient had prior knowledge of the materials;
** the recipient gained subsequent knowledge of the materials from another source;
** the materials are generally available to the public; or
** the materials are subject to a [[subpoena]]
* provisions restricting the transfer of data in violation of laws governing export control and [[national security]];
* the term and conditions (in years) of the confidentiality, i.e. the time period of confidentiality;
* the term (in years) the agreement is binding;
* permission to obtain [[injunction|ex-parte injunctive relief]];
* description of the actions that need to be done with the confidential materials upon the agreement ending;
* what/when it can be modified by a court
* the obligations of the recipient regarding the confidential information, typically including some version of obligations:
** to use the information only for enumerated purposes;
** to disclose it only to persons with a need to know the information for those purposes;
** to use appropriate efforts (not less than reasonable efforts) to keep the information secure. Reasonable efforts is often defined as a standard of care relating to confidential information that is no less rigorous than that which the recipient uses to keep its own similar information secure; and
** to ensure that anyone to whom the information is disclosed further abides by obligations restricting use, restricting disclosure, and ensuring security at least as protective as the agreement; and
** destruction or return upon request
* types of permissible disclosure – such as those required by [[law]] or [[court order]] (many NDAs require the receiving party to give the disclosing party prompt notice of any efforts to obtain such disclosure, and possibly to cooperate with any attempt by the disclosing party to seek judicial protection for the relevant confidential information).
* the law and [[jurisdiction]] governing the parties. The parties may choose the exclusive jurisdiction of a court of a [[country]].
* whether or not juries, arbitration allowed
* who owns or has rights over the information