You don't see boilerplate legal agreements splashed through the headlines every day, but nondisclosure agreements (“NDAs”) have recently attracted a lot of media attention. More than a few eyebrows, as well as new legal concerns, have been posed by the controversies that have shifted our attention towards NDA regulation.
After all, how can anyone prevent the sharing of knowledge by another individual? And what is the right answer for aggrieved parties to take once secrets get out?
What is an Arrangement for Non-Disclosure?
You agree to far more than just keeping a secret when you consent to a non-disclosure agreement. NDAs are contractual agreements that compel you legally to safeguard any confidential information used in the contract.
NDAs are widely used by businesses to protect trade secrets and other confidential information that is important to the organization. Some details that an NDA should safeguard includes:
- Designs for goods.
- Client detail.
- Strategies for marketing.
- A special manufacturing process for an object.
Generally speaking, an NDA will prevent individuals from disclosing the most sensitive data from your company. However, should a violation of the agreement occur, to help make up for the damage caused by the breach, you will have legal redress.
One such SAAS provider is CocoSign, which not only offers you 100+ customizable non-disclosure agreements/contracts online but also allows you to sign them. You can access online non-disclosure agreements offered by SAAS providers. So today, please try to use whatever online non-disclosure agreement!
What to do if someone breaks your Non-Disclosure Agreement
Be Constructive, not Reactive
Step 1: Be careful with who you share data with
Just sharing sensitive information with others who are motivated and able to keep it a secret is one of the best ways you can mitigate risk. If they are workers or business associates, anyone with whom you share the data should feel invested in keeping it secure.
Step 2: Mark confidential documents correctly
Next, by correctly marking it, make sure that people are aware that a particular piece of information falls under a non-disclosure agreement.
CocoSign’s agreement forms also recommend that additional authentication mechanisms such as “electronic date and time stamps, tag lines, or metadata” be used to mark materials as confidential and to show authenticity.
Step 3: Ensuring that your secrets are secured by business partners
Finally, you must check their security protocol before working with another organization to ensure that any confidential data you exchange with them is covered. Emphasize the need for them, like their own, to guard your secrets.
All of the above safety practices are simple but important ways to mitigate the risk of a safety leak and to protect yourself if one occurs.
What to do when there's a violation
Step 1: Researching and gathering evidence
The first thing you have to do when you believe that an NDA is breached is to investigate the violation and collect all the evidence.
This is by far the most significant move because the facts you collect will decide whether you will seek retribution or not to avoid the further loss of sensitive information. You would need to obtain concrete facts to answer the following questions to make a strong argument to court:
- Why was the data captured/leaked?
- For what sensitive information was used?
- What parties were complicit in the infringement? About an employee? With a competitor?
The most difficult step in the process is to investigate an NDA violation because it is almost impossible to obtain enough information to connect all the dots in certain instances.
Step 2: Speak to your Solicitor
The next move is to get the NDA checked by your attorney along with the facts so they can suggest the appropriate course of action. If the evidence is substantial, sending a cease and desist letter is the most probable course of action. Often known as a ‘Demand Note,' the letter of cease would contain the following:
- A reminder of the non-disclosure agreement's details
- A review of the facts that the person has contravened the NDA
- Request a particular action (usually to avoid the sharing/use of sensitive data)
- Notice about what will happen if the accused fails to comply within a particular period
There are typically two outcomes at this juncture: A. The violation group ends and you get to a settlement. Uh, or B. The letter of ceasing is ignored.
Step 3: Take Legal Action
If the cease does not work, you and your lawyer must decide what legal arguments you have to sue the individual who leaks sensitive data. There are a few legal arguments that you can make, depending on the situation, such as:
- Misappropriation of secrets of the trade
- Infringement of fiduciary duty
- Infraction of Copyright
- The Conversion
- Breach of patents
- The Trespass
A significant deterrence tool that helps avoid the loss of the precious trade secrets of your business is a non-disclosure agreement. The method can be tough, however, when it comes to enforcing an NDA.
Don't just wait for your NDA to be broken by others. Be diligent in adopting the right protection measure so that you can respond to an information breach properly. Finally, make sure your forms comply with all state and federal laws surrounding trade secrets when writing your NDA or confidentiality agreement.