Minneapolis patent attorney Suneel Arora of Schwegman Lundberg & Woessner explains what a non-disclosure agreement is.
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So, a nondisclosure agreement or an NDA – sometimes it’s called a confidential disclosure agreement or a CDA – and, at the heart of it, it includes a promise not to disclose confidential information. But there are a lot of other things that can be included in those agreements. It can be a mutual, a two-way nondisclosure agreement, a one-way nondisclosure agreement. It may deal with business information. It may deal with technical information. And, generally, these sorts of things are used when two parties are trying to evaluate the suitability for entering into a business relationship. And the thing to really keep in mind with NDAs is that, really, that’s about all that you want to rely on the NDA for, is for the evaluation purposes.
At some point the relationship is going to mature into something else, or it may mature into something else, and you have to be aware of that and understand that there may be another agreement that should be put in place when that happens. So, other than just treating a promise not to disclose confidential information, there may be provisions as far as using the confidential informations, restricting how a party can use the confidential information. And sometimes there may be actually some provisions about inventorship as well, so if there’s any kind of collaboration between the parties, who owns the intellectual property. So, typically, those sorts of issues are best handled in a more formal agreement, but nondisclosure agreements come in all different flavors and varieties.