Nondisclosure agreement forms provide legally binding protection against the misuse and/or misrepresentation of your company's proprietary information. By requiring your employees as well as potential business partners and affiliates to sign non-disclosure contract forms, you are taking valuable precautions to protect your company's closely guarded data, and safeguarding your image as well.

An airtight nondisclosure contract will not only ensure the proper use of shared information, it will also guarantee that those you entrust to represent your company do so in a manner consistent with your overall corporate goals. Before you create and distribute a non-disclosure agreement, make sure you:

1. Research your state's laws concerning nondisclosure agreements; laws from state to state may vary, so make sure you stay within the law.

2. Sample forms to see examples of a non-disclosure clause you can use.

3. Purchase nondisclosure templates that you can personalize for your business.

Action Steps
The best contacts and resources to help you get it done

Research the different types of nondisclosure contract agreements

There are many ways to phrase non-disclosure contract forms and also many different types of clauses that you may not have considered. Do your research and review sample non-disclosure forms before drafting your own. You should also have a trusted attorney or business associate review your nondisclosure agreement to ensure that you've included everything of importance.

I recommend: Bitlaw.com outlines the elements that are essential for a nondisclosure agreement. You can also review sample nondisclosure forms at Findlaw.com and the SCORE website.

Find nondisclosure contract forms online

There are several services that can help you create you own nondisclosure agreements for a fraction of what it costs to hire an attorney. However, make sure you use a service that will also let you talk with an attorney if you have any questions about the forms you are creating.

I recommend: Services that will create non-disclosure agreement forms for you online include Legal Zoom, Business-integrity.com and FindLegalForms.com. These forms are created by attorneys beforehand and you can personalize them to fit your business.

Consult with an attorney to create a non-disclosure contract

If you have complex data and information that makes your wary about developing non-disclosure contract forms yourself, there are many attorneys that can assist you in the process. Hire a commercial attorney who specializes in contracts to ensure that you create the best nondisclosure agreements possible.

I recommend: Contact the Bar Association in your state to find a lawyer that specializes in contracts. An attorney who is a member of the Commercial Law League of America will be able to walk you through your nondisclosure agreement.

Tips & Tactics

Helpful advice for making the most of this Guide

• •  Consider adding a non-disclosure clause into the employee handbook. This ensures that the information is easily accessible.
• •  You can distribute non-disclosure agreement forms to potential investors or prospective customers to ensure that they understand how they are to use the information they receive.

When it comes to protecting proprietary information, "Don't ask, don't tell" simply doesn't fly. That's where a nondisclosure agreement (NDA), or confidentiality agreement, comes in. Whether your company needs one depends on a variety of factors, including the nature of your products and business relationships.

Nondisclosure agreements can exist between various individuals and entities you do business with, including:

1. Temporary or permanent employees
2. Independent consultants or contractors
3. Potential investors
4. Prospective customers who might need access to proprietary information before making a purchase decision

Action Steps
The best contacts and resources to help you get it done

Find out if you need a nondisclosure agreement

Whether you need one depends upon the complexity of the relationships between you and other parties involved. It also depends upon the nature of the information you're seeking to protect, such as an invention, proprietary technology or financial information.

I recommend: The American Bar Association has a listing of state bar associations — contact them to see if your state recognizes NDAs, which are contracts governed by state law. Search the Yahoo! directory of trade associations to learn how others in your industry handle NDAs.

State terms clearly

One key issue to resolve early on is whether the NDA is one-sided or mutual (if information will be shared by both parties). The information to remain confidential should be clearly spelled out, as well as any obligations on the part of any party, and the time period of the agreement.

I recommend: Legal portal NOLO.com is a good resource for learning about what comprises a good NDA. Sample NDAs are available to study at the SCORE Web site and at AllBusiness.com.

Hire an attorney

Unless you're a contracts and liability expert, it's a good idea to seek legal assistance. If you do feel sufficiently capable, basic NDA forms are available for download at legal sites.

I recommend: FindLaw.com and NOLO.com allow visitors to search for attorneys. NOLO.com also offers basic NDA forms for sale.

Tips & Tactics

Helpful advice for making the most of this Guide

• •  Many major corporations, including Microsoft, have made their nondisclosure agreement forms available to the public for reference.
• •  Consider putting nondisclosure language in employee handbooks to emphasize their importance. It may not carry equal legal weight as a formal contract, but it will emphasize the need for trust among employees.
• •  If you leak key info at a meeting without an NDA, it's considered public disclosure.
• •  Consult an attorney to find out if you need to apply for patent protection in addition to drafting an NDA.

Nondisclosure contract agreements are legal contracts that exist between two or more parties that contains confidential information. This information can be shared with parties that sign the agreement, but the non-disclosure restricts access to the information from anyone outside of the agreement. Most of the time this type of agreement is used to share non-public business information that one or more companies want to keep non-public.

Businesses that are looking to use a non-disclosure contract need to know about many things, including how to obtain and fill out non-disclosure contract forms. Businesses can find nondisclosure agreements education and training through:

1. Law firms that can help to negotiate a nondisclosure contract.

2. Online resources that provide information and example forms.

3. Experts that can serve as consultants on drawing up an agreement.

Action Steps
The best contacts and resources to help you get it done

Explore online resources when drawing up a non-disclosure clause

The best way to get information quickly about writing and negotiating a non-disclosure agreement is through online resources. Many law firms and business experts are at the center of these resources, so you will be able to find up to date, legal information on this type of agreement.

I recommend: NOLO provides basic information on how to create a non-disclosure agreement, trade secrets, and additional resources (such as podcasts) to learn more. Rocket Lawyer provides a step by step guide on how to create a non-disclosure agreement. Take a continuing education course on non-disclosure agreements and other legal issues concerning trade secrets through Lawline.com

Utilize experts to learn how to create nondisclosure forms for business

In order to get a legally binding and comprehensive non-disclosure agreement, a company must seek experts that have both a background in business and in law. Many experts can provide advice and templates for working agreements. Experts can also advise when a non-disclosure is necessary.

I recommend: All Business provides a host of experts that provide advice and educational tools to understand why your business needs this type of agreement and how to start the process. Contract Compliance Associates provides many training opportunities to learn about business contracts and how to plan for and execute the process.

Find legal experts to learn how to create a legal nondisclosure clause

Most free forms that you find online can serve as legally binding documents, but you should also refer to legal advice in matters that include agreements between companies in different states and different countries where the laws for violating the agreement can be different.

I recommend: HR Hero offers a CD learning tool that provide specific information on creating a legally binding non-disclosure agreement. Training Classes provides a class designed legal experts on keeping business trade secrets through non-disclosure agreements.

Tips & Tactics

Helpful advice for making the most of this Guide

• •  Although it is easy to fill out nondisclosure forms online, you should still double check the work with an in-house expert or outside consultant.

A nondisclosure agreement (NDA) is an agreement between two parties to share information for specific purposes. The necessity of the agreement is to keep this shared information only between the two parties and to not have it released to the public or any other entity not directly involved. This type of agreement is used for trade secrets, budget issues and a variety of other non-public information involving one or both of the businesses in the agreement.

Action Steps
The best contacts and resources to help you get it done

Disclosing party

The disclosing party in a nondisclosure agreement is the individual or business that is offering information to the other party. This is usually the party that asks for a nondisclosure agreement to be signed.

I recommend: Elance offers a sample nondisclosure agreement to see the setup and common terminology used in this type of agreement.

Receiving party

The receiving party is the party in a nondisclosure agreement that receives the information. The responsibility of the receiving party is to keep the information confidential in accordance with the terms of the agreement.

I recommend: SCORE offers advice for the disclosing and receiving parties in an NDA and what should be considered before either party signs the agreement.

Trade secrets

Trade secrets include any information shared by the two parties deemed confidential. These encompass any confidential information in the agreement that should not be given to unauthorized parties or released to the public.

I recommend: NDAs For Free offers information on what constitutes a trade secret and ways to define the trade secret in an NDA.

Exclusions

All contracts contain exclusions to the agreement. For most nondisclosure agreements, exclusions are bits of information already known by the public, information learned through legitimate means and information discovered by the receiving party before disclosure by the disclosing party.

I recommend: Energy TechNet, in its NDA overview, offers examples of what exclusions are usually considered in this type of agreement.

Severability

Severability is a provision in many contracts that states if one or more parts of the agreement is found illegal, the rest of the nondisclosure agreement still applies.

I recommend: The Yale University Library offers example severability clauses for contracts.

Waiver

A waiver in any legal document provides another way to exercise the rights of one or both parties in terms of the agreement, but a waiver does not cover instances where the parties do not exercise the rights of the agreement prior to any issues.

I recommend: Expert Law offers examples of common contract clauses, including the waiver clause found in many NDAs.

A nondisclosure contract is an agreement between two or more parties to keep trade secrets or other financial information from being available to the public. These agreements often protect specific products or intellectual property. This is an important document for companies that have a research and development department. An NDA will prevent an employee from taking a company's secrets to a competing company.

These contracts are regulated by local laws unless a specific non-disclosure clause is used. Most nondisclosure agreements laws and regulations come from:

1. Individual businesses that need regulations for NDAs;

2. State agencies that uphold laws that apply to nondisclosure agreement forms;

3. Federal agencies that also govern nondisclosure agreement forms.

Action Steps
The best contacts and resources to help you get it done

Consider regulations for handling nondisclosure agreements in business

Businesses can have a lot of nondisclosure agreements with other companies or third parties. Those that must file and maintain these documents will need to know their company's regulations for having access to these files. In many cases, those that handle NDAs for a business must sign an NDA of their own stating they will not disclose sensitive information those files contain.

I recommend: Stanford University provides guidelines for those that accept, review and maintain nondisclosure agreements for research projects at the school. Wessels Sherman is a law firm that can assist companies in creating legal non-disclosure contracts with employees based on the company's needs.

Know the state laws for non-disclosure contract forms

Non-disclosure contract forms generally fall under the rules and regulations for contracts signed within the state where the agreement will be signed. These state laws are put in place to help interpret the agreement if a disagreement arises between the two parties. The state laws can then try to interpret the exact meaning of the terms. There are laws and regulations at the federal level if no agreement is reached at the state level.

I recommend: My Capital provides a sample non-disclosure agreement that specifies the contract is subject to the laws of the state where the agreement is signed. The Law Depot prepares nondisclosure contracts according to the state where either the parties reside or the jurisdiction that offers some advantage.

Understand federal laws for nondisclosure contract agreements

Nondisclosure agreements usually fall under applicable state laws, but there are some agreements that sit under the rule of the federal government. One type of NDA that deals directly with the federal government is when a person is an employee of a federal office or institution. NDA contracts containing specific clauses related to the federal government are also subject to ferderal regulations.

I recommend: The University of Michigan provides specific clauses that non-disclosures can contain, including compliance with the Federal Freedom of Information Act for certain aspects of research. The Federation of American Scientists provides a briefing for nondisclosure agreements for classified information. This is a specific type of NDA that employees of some federal offices are required to sign.