Why is merely executing a non-disclosure agreement not enough?
Minneapolis patent attorney Suneel Arora of Schwegman Lundberg & Woessner discusses other things that must be done with signing a non-disclosure agreement.
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So, once you have entered into an NDA, it is not enough to just rely on the NDA. You actually have to notify – as the disclosing party, you have to notify the other party of what it is that you consider to be confidential information so that that party is on notice that this is confidential information, is to be treated according to the NDA. And then, as the disclosing party, you also have to treat the information as confidential, so you can’t disclose it to third parties and still expect the party that you’ve entered into the NDA with to treat it as confidential information when it’s become public via third parties. And where you have to really think about that is with respect to your customers. So, people tend to their customers and their collaborators a little bit differently, so you might be more prone to disclose something to a customer while you have an NDA in place with the collaborator, but to the extent that you’re disclosing things to your customer, you might be actually defeating the NDA that you have with the collaborating party.