NON-DISCLOSURE AGREEMENT (NDA) DRAFTING ✅ BUSINESS ✅ SERVICES

Stage 1. Client Consultation

What the lawyer does:

Gathers information about the parties to the agreement.

Clarifies the purpose of the NDA (e.g., protecting an idea, business information, at least before a meeting, during collaboration, for an investor, freelancer, etc.).

Determines the type of NDA: unilateral or bilateral.

Agrees on the scope of coverage, validity period, and confidentiality exceptions.

Stage 2. Jurisdiction Analysis and Applicable Law

What the lawyer does:

Determines which U.S. state law will govern the agreement (e.g., Delaware, California, New York, etc.).

Checks the restrictions of the relevant state (e.g., California has limitations on non-compete and overly broad NDAs).

Considers requirements for wording provisions regarding information protection, sanctions, and dispute resolution mechanisms.

Stage 3. Preparation of the First Draft Agreement (Drafting)

What the lawyer does:

Prepares the first NDA draft based on collected information.
Includes key sections:

Definition of confidential information
Parties' obligations
Term of obligations
Exceptions (e.g., publicly available information)
Liability for breach
Arbitration or litigation dispute resolution

Stage 4. Review and Revisions

What the lawyer does:

Sends the draft to the client for review.
Discusses comments and clarifications.
Makes edits if needed.
(If necessary) negotiates terms with the other party.

Stage 5. Finalization and Delivery of the Document

What the lawyer does:

Prepares the final version of the NDA.

Verifies compliance with corporate standards of the parties (if companies are involved).

Sends the file for signing or prepares it for e-signature via platforms (e.g., DocuSign, Adobe Sign).

Upon client's request, provides a brief guide/instructions for next steps.

NDA (Non-Disclosure Agreement)

NDA isn't just a piece of paper. It's a legal "clamp" for secrets: you share important information (ideas, client data, code, business models) — the other party cannot disclose or misuse it. In the US, such agreements are everyday tools in negotiations, hiring, venture deals, and contractor work.

Why Do You Need an NDA?

protects commercially valuable information;
demonstrates partner's serious intentions;
provides basis for quick remedies (court orders, usage bans, damages);
facilitates secure information exchange during early collaboration stages.

What Should Be in a Simple and Reliable NDA?

Parties — who's disclosing to whom;
Definition of confidential information (clear description with examples);
Purpose of disclosure — why information is being shared;
Usage restrictions — what's prohibited with the information;
Term — 2-5 years or perpetual for eternal secrets;
Exclusions — public information, already known, legally obtained from third parties;
Remedies for breach — injunctive relief, damages, return/destruction of materials;
Dispute resolution — arbitration/court, governing law.

Common Mistakes to Avoid

overly broad definition of "confidential information" → difficult to enforce;
missing term or too short term for valuable information;
poorly drafted exclusions (e.g., no procedure for proving information was public);
missing protection requirements (encryption, role-based access) for electronic data.

Practical Tips

Be specific. Examples list better than "all information" phrase.
Define purpose. "For deal evaluation only" is beneficial and clear.
Include return/destruction process — who destroys materials and when.
Add notification obligation for compelled disclosure (subpoena, regulator request).
For startups: use mutual NDAs for partnerships; unilateral for hiring.
With contractors — include subcontractor approval and access control clauses.

Summary

NDA is a simple yet powerful tool. Done professionally — reduces risks and accelerates deals.