Non-Disclosure Agreement (NDA)
A non-disclosure agreement is a written agreement undertaking that the technical information, drawings and commercial data shared during custom project discussions will not be shared with third parties. It is usually signed at the first meeting stage, before technical details are shared.
A non-disclosure agreement typically defines the following headings:
- Parties and direction: is the information flowing one way, or will both parties share information.
- Definition of confidential information: which kind of information is in scope; how information shared verbally will be recorded.
- Out-of-scope cases: information that is already public, that one of the parties developed independently, or that must be disclosed by law.
- Limit of use: the information being usable only for the purpose discussed.
- Term and return: how long the obligation will last, and the return or destruction of documents if the discussions come to nothing.
The point that matters in practice is that a non-disclosure agreement does not on its own regulate intellectual property ownership. Information can be kept confidential, but to whom the resulting design will belong is a separate heading and is handled in the development agreement. Clarifying these two separately when starting a custom project prevents disputes later.
The context in which this term is used: Our Services