Non disclosure agreements are strange documents sometimes. They seek to encode confidentiality which I suspect was at one time more common in business and other relationships. Keeping information confidential is not something one should have to sign a six or eight page document to ensure. Certainly, if one wants to breach a confidentiality they will find a way – NDA or no NDA.
Non Disclosure Agreements are on my mind tonight because I have completed five in the last two weeks. Each requires a time investment to ensure your rights are protected – this could take a few minutes or several hours to get legal advice, depending on complexity. Each acts as a gatekeeper to something else we want to do in business, usually a new relationship of one sort or another.
NDAs can remain in force long after the relationship there were executed for is over or not started as the case may be. This is where they can be problematic. It’s only after an NDA that you can usually properly assess a business opportunity or a possible relationship. If the opportunity does not proceed within a reasonable period the NDA obligations end. Instead, they seek to bind you to the other party in a way which can limit your commercial movements.
Given a couple of NDAs we have seen recently, we will walk away from a possible relationship which requires an unfair NDA just to explore the opportunity at even a basic level. If you can;t trust someone without a complex legal document even for a basic conversation then what does it say about the possible relationship beyond?
We have been very busy this year bringing considerable additional functionality to our software. In most cases we have completed an NDA and other contractual documentation. All of this adds to the cost of each deliverable and extends our responsibility beyond what we deliver to our users. these is the responsibility of ensuing that what we deliver is within the framework permitted by the NDA and other agreements into which we enter.