Answer yes if you require everyone who has access to confidential information to sign a confidentiality agreement or NDA. Please provide a template NDA (as a PDF file) as evidence.
What is it?
A non-disclosure agreement stipulates that an individual cannot disclose or share certain kinds of information as specified in the agreement.
They can be used to explicitly forbid disclosures beyond an implied ethical duty of confidentiality and assign more specific penalties to unauthorised disclosures.
Why should I have it?
Staff, contractors, and third parties may be exposed to sensitive information including trade secrets, financial data, personal information, and more as part of performing their regular duties. Non-disclosure agreements help reinforce the concept that this information should not be used beyond strictly defined business uses and processes.
For a potential client, a supplier having appropriate non-disclosure agreements in place with all its staff, contractors, and third parties provides an additional level of assurance that their infrastructure (and therefore their ability to provide their services), and any data the client may entrust with them, is less likely to be compromised or diminished by individuals acting in an unauthorised manner.
Where possible, non-disclosure agreements should be made a condition of employment and issued at the time employees join the company, or when contractors and third parties begin working with the company. For this reason, it’s important that HR, Procurement, Commercial, and/or other relevant departments be involved in applying the agreements and that the agreements be included in the standard contractual packages.
When drafting the non-disclosure agreements, consider what types of data individuals may be exposed to and what risks there could be around that data. This could range from breaches of client personal data to business secrets being shared with competitors when an employee moves to a new employer. Clearly articulate what is authorised and unauthorised activity.
Non-disclosure agreements are increasingly challenged, especially in employment cases. To make sure they as enforceable as possible, involve qualified legal counsel when crafting them. Please message us if you would like a recommendation.
The UK government has published guidance and example non-disclosure agreements here.
If you would like to contribute to this article or provide feedback, please email email@example.com. Contributors will be recognised on our contributors page.
Please do not submit your answer on the knowledge base.