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NDA for Third Party

The agreement you sign with everyone who is not on your payroll: an investor, a partner, an outsourced developer, an adviser. Sign it before the first real conversation.

  • One-way or mutual, depending on which of you has something to protect
  • The term, the exclusions and the jurisdiction all settled up front
  • Reusable with as many counterparties as you like
  • Drafted by experienced lawyers for the disclosure you are about to make

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What a third-party NDA is

A contract between two or more parties restricting what they may do with the confidential information they exchange.

A non-disclosure agreement is a contract between at least two parties, outlining the confidential material, knowledge or information that they wish to share with one another for certain purposes while restricting access to it by anyone else.

It is used when a new business opportunity is being negotiated, when a business is outsourcing software or web development work, when a developer is sub-contracting work to bring in additional resources or expertise, and when an employee is taken on. Three of those four are third-party situations; the fourth is a different document.

The one signed with somebody outside your business is usually mutual, because two businesses exploring a partnership generally each have something to protect. The one signed with your own staff runs one way and has a complication of its own, set out in the comparison below.

Parties
Two or more
Anyone outside your payroll
Signed
Before you disclose
Direction
Often mutual
Both sides bound
Typical term
2 to 10 years
Or perpetual
Reusable
Yes
Change the names and the categories
Stamp paper
Advisable
Not mandatory
Notary
Not required

Why businesses have us draft it

  • Drafted around the specific disclosure you are about to make
  • Mutual or one-way, decided on the call rather than by a template
  • The exclusions written in, so the definition survives being argued with
  • We will also review an NDA a counterparty has sent you
  • Thousands of businesses served across every state in India

What the drafting covers

  • A consultation call about who you are disclosing to and what you are disclosing
  • An NDA drafted from scratch, one-way or mutual as the situation requires
  • A definition of confidential information written around your actual business
  • The permitted disclosures, the term, the governing law and the jurisdiction
  • Revisions after you have read the draft

An NDA signed after the information has been shared protects nothing that was already said. This is the one document where the date it is signed decides how much it is worth.

The four clauses that decide whether it works

  • What is confidential

    Defined broadly enough to cover everything you are likely to share. A list of three examples protects three things.

  • What is not

    Already public, already known to them, disclosed by a third party entitled to disclose it, or developed independently. Leaving these out makes the whole definition easier to attack.

  • How long it lasts

    Two to ten years is usual and perpetual is possible. Whatever it is, state it. An obligation with no end date is one a court may read down.

  • Whose law, whose courts

    Especially where the parties are in different countries. This is the clause nobody thinks about until there is a dispute, at which point it is the only one that matters.

A third-party NDA against an employee one

Both are non-disclosure agreements and they are not interchangeable. This one is usually mutual and signed before a conversation; the other runs one way and has a problem of its own if it is signed late.

A third-party NDA against an employee one
AttributeNDA with a third partyNDA with an employee
When you need which
Anyone outsideA prospective investor, a collaborator, an outsourced developer, a freelancer, a consultant or a professional adviser.Your own staffAnyone on the payroll who will see trade secrets, customer data, financial information or technical know-how in the course of their work.
Before you talkBefore the first substantive conversation. An NDA signed after the information has been shared protects nothing that was said before it.At the startAt the beginning of the employment, alongside the rest of the joining paperwork. Signing one later is possible but changes what has to be given in return, as the row below sets out.
Often both waysTwo businesses exploring a partnership usually each have something to protect, so the obligations are written to bind both sides equally.One wayThe employer discloses and the employee receives. There is rarely anything flowing back that needs protecting.
Getting it right
The deal itselfThe exchange of confidential information, and the discussions it is for, is what each side receives. Nothing separate is needed.Yes, if it is laterAn NDA signed at the start is supported by the job itself. Put one in front of somebody already employed and they should be offered a benefit over and above their existing salary, or there is nothing they received for agreeing to it.
SometimesA confidentiality clause inside a service agreement or a contractor agreement covers the same ground once the deal is signed. A separate NDA is what covers the period before it, when there is no other contract yet.YesThe same obligations are often written into the employment contract as a confidentiality clause instead of a separate agreement. A standalone NDA is clearer and easier to point at.
Not mandatoryAdvisable rather than required, and it needs no notary. Stamping is about proving the document existed on the date it says it did.Not mandatoryIt may be drafted on plain paper or on stamp paper, whichever the employer prefers.
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Have questions? Find answers here

Still have a question? Our team is happy to help, at no charge and with no obligation to buy anything.

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  • When should it be signed?

    Before the first substantive conversation. An NDA signed after the information has been shared protects nothing that was disclosed before it.

  • Should it be mutual or one-way?

    Mutual where both sides will be sharing something, which is most business discussions. One-way where only you are disclosing, a supplier you are briefing, for instance.

    A mutual NDA is often easier to get signed, because the other side is not being asked to accept an obligation you are not accepting.

  • Can I use the same NDA with everybody?

    Yes, with as many parties and as many times as you like. Each time you may need minor changes to the names of the parties and the categories of confidential information.

  • Does it need stamp paper or a notary?

    Neither is mandatory. Stamp paper is advisable, because it helps establish the validity and the existence of the document, and no notary is required.

  • What can I do if it is breached?

    It is a legally binding contract, so a suit lies for the breach. In practice the more useful remedy is an injunction to stop further disclosure, which is why the definition and the term have to be tight enough to be enforced quickly.

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