Non-disclosure agreements (NDAs) are powerful tools used to protect businesses’ trade secrets and other valuable information. However, as with any legal document, an effective non-disclosure agreement should be drafted by an experienced attorney who knows how to identify confidential information and draft an NDA to protect it.

Contact Weisblatt Law Firm and learn how we can protect your company’s valuable trade secrets through properly planned and drafted non-disclosure agreements. Call (713) 666-1981 for a consultation today.

Writing an Effective NDA to Protect Trade Secrets

Besides skill and experience, writing an effective NDA requires a business attorney to ensure that a few areas are adequately dealt with in the document.

Identify Confidential Information

The first step in drafting an NDA is the identification of confidential information. It is important to identify every piece of information that needs protecting. The Texas Uniform Trade Secrets Act defines trade secrets as information that is valuable because it is not known to others and is not readily obtainable by one who can profit from it.

The eye of an experienced attorney is an undeniable asset in this task. Attorneys understand the various forms of trade secrets and information employers need to protect, such as:

  • Information relating to manufacturing processes
  • Sketches of computer programs
  • Mockups and designs of future projects
  • Suppliers’ lists
  • Client lists
  • Ad strategies.

Once your attorney has meticulously identified your trade secrets, they will proceed to address employee obligations.

Define Employee Obligations

NDAs list the various trade secrets they are meant to protect, as well as how they must be protected. The employee NDA contract must stipulate in detail the precise obligations the employee has in relation to the trade secrets. Restrictions that typically appear in NDAs include limitations on:

  • What information can be divulged
  • What persons are privy to trade secrets
  • What mediums may be used to communicate or access trade secrets.

NDAs should be drafted to be as specific as possible when outlining employees’ obligations relating to trade secrets. Failure to do so can leave your trade secrets vulnerable.

Define the Term and Termination Conditions

Equally important in an NDA are the conditions and the window of time in which the document is valid. Your attorney will include dates and conditions based on your business needs and according to the law. In some cases, NDAs protecting trade secrets may have no expiration date, meaning the protected information is to remain confidential indefinitely.

Additionally, the NDA must speak to conditions that cause the document to terminate. For example, a termination clause might call for the termination of the NDA three years from the date of signing or 30 days after one of the parties gives written notice.

Because every business is unique, the details of termination clauses tend to vary widely. As a result, cookie-cutter and boilerplate language should be avoided. Instead of piecing together your NDA from a template, work with an experienced employment law attorney who will address your specific circumstances.

What Remedies and Consequences if the Employee Violates the Agreement?

To be effective, an NDA must also contain language addressing the remedies and consequences of violating it. Without remedies and consequences, the document has no deterrent or compensatory effect, making it useless.

Consequences of Breaking an NDA

Employees face civil penalties that may include damages and attorney’s fees. Damages available include compensation for interruption of business or business loss and punitive damages as detailed in the terms of the NDA.

For the business owner, the impact of a violation of an NDA could cause significant business setbacks, loss of profits, and loss of personnel. It may also significantly damage a company’s relationships with other businesses and the general public. For this reason, businesses typically seek the inclusion of stiff consequences, such as liquidated damages clauses requiring the payment of specified sums of money in the event of a breach.

In some cases, those who violate NDAs may also be held to answer criminal charges. NDA violations rise to the level of criminality when theft is involved or the secrets are classified at a government level.

Keep in mind that once a person breaks an NDA, they may still be under certain obligations of the agreement. Additionally, once an NDA expires, certain non-disclosure obligations may survive, especially if a survival clause is used. A survival term or clause provides for the survival of certain obligations beyond the termination of the NDA.

Weisblatt Law Firm creates the airtight legal documents you need to protect your business.

Meet With a Labor and Employment Attorney Today!

Your business has valuable secrets that deserve solid legal protection. Weisblatt Law Firm can provide you with the documents you need for the peace of mind you require to run a successful business.

Contact us for a consultation and learn what we can do for you. We offer free telephone consultations with an experienced employment and labor attorney. Call (713) 666-1981 today.

Houston Business Contracts Attorney

Attorney Andrew Weisblatt

Mr. Weisblatt has practiced continuously since becoming licensed in 1992 and has represented businesses ranging in size from one person start-up ventures to multi-national corporations employing hundreds of people in multiple countries. From 2005 through 2009 Mr. Weisblatt was in-house counsel and chief operating officer of a multi-national corporation in the steel products industry. That in-house position provided valuable insight into how businesses work and what they actually need from their lawyers – both in-house and outside counsel. Attorney Bio