The Ins and Outs of NDAs
You may be asking yourself: What is an NDA’s meaning? And what is an NDA form used for?
In this piece, we go over all that you need to know about NDA forms and their meanings, including how businesses and organizations in various industries use them to protect trade secrets and confidential details.
For that matter, thanks to technology and digitization, many online platforms (such as jSign) allow you to customize your own non-disclosure agreement template.
After that, you can electronically sign your customized non-disclosure agreement template, send it to the designated signatories, and track the status of your document.
Before we get into these details, let’s answer the most basic questions: What is an NDA form and why is it used?
What is an NDA form?
NDA stands for non-disclosure agreement. An NDA form prevents employees and associates who sign it from sharing confidential and/or internal information about a company or organization.
The form may be signed while an affiliate is working for the entity or after they leave.
What is an NDA form’s purpose?
Businesses use NDA forms for several purposes. Here are some of the main ones:
- To keep competitors from knowing about the company’s products, services, and/or strategies.
- The agreement protects the personal and private details of customers and employees.
- To ensure that certain information that could damage a brand or individual’s image isn’t leaked to the public.
There are additional reasons for why you may want to use an NDA form, and a lot of them are related to your organization’s industry, internal processes, competitive position, and the type of customer/client details that you store.
What is an NDA form used for?
You should consider using an NDA form if you have:
- Trade secrets (such as confidential strategies, innovative production methods, and internal financial information).
- A new product or service that you plan on launching in the future (and would like to prevent competitors and customers from learning about it until it’s ready).
- Personal information about yourself that is tied to the business. For example, your residential address and phone number.
- Data about your clients or customers (for instance, when employees have access to their names and Social Security numbers through an online portal or on paper documents).
- Any other business details that need to be hidden from sources outside of your entity.
If the information that you’re trying to protect is broad or straightforward, using a simple non-disclosure agreement template might suffice.
However, before you draft or finalize your document, it is always best to talk to a legal advisor about your entity’s specific and unique circumstances.
After all, you should use an NDA form that is appropriate for the type of details that you’re trying to protect and the industry that your organization operates in.
Industries the Use NDAs
NDAs can be utilized by professionals and businesses in every industry. Here are some of them:
- Legal
- Accounting
- Finance
- Insurance
- Real Estate
- Professional Services
- Media
- Transportation & Logistics
- Health Care
In short, almost any entity in any sector that has trade secrets or confidential data can benefit from an NDA.
With that being said, there are exceptions to what NDAs cover.
NDA Form Exceptions
In the following situations, those who signed an NDA form may still share secret or protected information with third parties:
- When there is a court order/subpoena that obligates them to reveal confidential details.
- Communications with the government.
- Communications with the company’s employees and affiliates, particularly those who are already aware of the hidden information or must know it as part of their job (executives and managers, for instance).
- Any other details that are specifically laid out in the ‘Exclusions’ section of the NDA agreement.
What are an NDA form’s elements?
Every NDA form contains certain elements. These NDA sections’ meanings and their scopes have to be clearly defined in the contract, and it goes without saying that you need to pick a non-disclosure agreement template that encompasses all of these elements.
Nonetheless, you should consult an attorney to determine the specific elements and sections that are suitable for your situation.
NDA Elements and their Meanings
Here are main NDA components and their meanings:
The Protected Information
This section of the contract outlines the particular information and data that are protected by the NDA.
Examples include details about the company, their products, and/or strategies and communications (the NDA would specify whether the agreement applies to verbal, written, or all kinds of communications).
Signing Parties and What’s Expected of Them
A list of the parties (both individuals and entities) that are covered by the NDA, alongside when they can and can’t share the protected information.
In most cases, the parties may disclose confidential details to individuals or departments that are within the organization (for example, the finance/accounting and executive teams).
Terms and Timelines
These NDA terms’ meanings refer to how long the contract is valid for. Agreements that protect the details of a new product or service might only be in effect for a few months (up until the product/service is launched).
Others, such as those that protect an entity’s operational or financial strategies, usually last for a longer period.
Exclusions
This section lists the exclusions to the agreement. For instance, communications with the government and the entity’s internal employees.
Breach Clauses
The breach clauses of an NDA (and their meanings) are as follows:
- Jurisdiction: This pertains to the legal system that the NDA falls under. For example, if you use a non-disclosure agreement template, your document should highlight whether the contract is based on federal or a specific state’s laws.
- Dispute Settlement: The dispute settlement clause identifies the legal authority that will handle any potential discord and determine whether or not the contract was breached. The legal authority can be a state/federal court (depending on the jurisdiction) or a private arbitrator.
- Obligations: Simply put, this clause underlines what the violating party’s requirements are when they breach the NDA. Some agreements’ obligations only apply to one signer (such as an employee), while others may extend to two or more parties.
One, Two, and Three-Way NDA Meanings
Based on the number of people/parties that signed the NDA, there are three types of non-disclosure agreements.
- One-Way/Non-Mutual NDA: A one-way NDA’s meaning is that the contract applies to a single party. For example, a non-mutual agreement could cover a contractor who is working on a product launch for a business.
- Tw0-Way NDA: These contracts cover both of the parties that signed it. For instance, a company and an employee might sign an NDA that prohibits each of them from disclosing certain details about the other.
- Three-Way NDA: Three-way NDAs are entered by three or more parties, such as a contractor and two different companies that are cooperating on a project.
First, you want to consult your lawyer or organization’s attorney about the type of NDA form that you need.
After that, you can use an online e-signature solutions provider to customize your one, two, or three-way non-disclosure agreement template and start collecting signatures. Here, jSign is among your best choices.
Getting Started with jSign
In addition to creating and customizing your own non-disclosure agreement template, here are the benefits that you can enjoy with jSign:
- Work with files in multiple formats, including .pdf, .doc/.docx, .ppt/.pptx, .png, .jpg, and more.
- Send forms and receive signed documents via email or through your jSign dashboard.
- Upload documents, forms, and templates directly from your own cloud account.
- Create a custom calendar and send automatic signature reminders for your recipients.
- Set signature restrictions based on location (a valuable tool for organizations in many industries).
- Take advantage of blockchain technology and audit trails to track the activity on each document (such as who viewed and/or opened it and their IP address).
- Obtain a certificate of completion once all the intended recipients sign your form.
Perhaps most noteworthy is that, with jSign, you could try all these features for free through our 14-day free trial. From there, you can decide for yourself whether jSign is the right choice for you and your organization.What are you waiting for? Click here to get started!
