Protecting Your Intellectual Property with an NDA
Many businesses are founded on some type of intellectual property. Intellectual property refers to intangible assets such as recipes, processes, trade secrets, and more. It is critical that you protect your intellectual property so you can continue business operations and remain successful. One way to do this is through a non-disclosure agreement, commonly referred to as an NDA. Below, one of our Utah business law attorneys explains in further detail.
What is an NDA?
An NDA is a contract that prevents one or more parties from publicly sharing certain details. These contracts prevent sensitive information and intellectual property from being released by an individual or company to someone else.
There are two main types of NDAs that are used in business: mutual and non-mutual. Mutual NDAs are agreements between two or more parties that they will keep certain information confidential, typically about the other parties and the business they are conducting. Mutual NDAs are often used in business-to-business transactions to prohibit both sides from disclosing too much information.
Non-mutual NDAs, also known as unilateral NDAs, are agreements by one party that prevents someone from sharing sensitive information that should be shared with the public. Non-mutual NDAs are often used by employers to prevent employees from sharing sensitive information about the business.
What to Include in an NDA
There are several important elements to include in an NDA. These are as follows:
- Parties involved: Clearly, an NDA needs to name all parties involved who will be bound by the terms of the contract.
- Protected information: An NDA should also specifically outline the information that is being protected. It can be challenging when someone wants an NDA to protect general information. For example, a restaurant owner may want an NDA to protect ‘all kitchen processes.’ If there is a dispute in the future, these general terms may make it unclear whether the NDA was breached. However, if the ingredients, equipment, and process of a specific dish or dishes is included, that can make it easier to determine when a breach occurred.
- Appropriate use of information: In some situations, information must be shared at some point. NDAs should outline the appropriate use of information and how it may be shared. Using the restaurant example above, an NDA may indicate that employees can share recipes when training new hires.
- Timeframe: Over time, information may become irrelevant or less valuable. Due to this, many NDAs have a specific time frame when they can be enforced. This allows the information to be shared after it has lost its value or importance.
Our Business Law Attorney in Utah Can Draft Your NDA
A non-disclosure agreement can be very beneficial for your business. At AGS Law, our Utah business law attorney can draft an NDA that will provide the protection you and your business need and that will be enforceable by the courts. Call us now at 801-477-6144 or contact us online to schedule a consultation with one of our experienced attorneys and to learn more about how we can help with your case.
Source:
le.utah.gov/~2024/bills/hbillint/HB0055S02.pdf
