There’s so much in the news about non-disclosures. “For the most part toothless and unenforceable” are not the words you want to hear describing the weight of your non-disclosure agreement – yet, those are the words used in the recent New York Times piece regarding non-disclosure agreements presented to individuals who worked with President Trump’s 2016 campaign. Here are five tips for a stronger non-disclosure agreement:
Define what’s confidential
Clearly define what’s confidential. Naturally, business owners want to cover all bases. Refrain from going outside the scope of the agreement, as overly broad language can invalidate the agreement.
Make sure the intended parties to have access to the confidential information are identified. For example, if the confidential information is shared with someone other than the boss, but the boss has final approval, the NDA should name both people and both people should sign.
Have an arbitration clause to prevent formal litigation and public disclosures in the event there’s a dispute. Public legal disputes can be embarrassing and tend to strain relationships to the point of no return. With arbitration, the parties have a greater chance of resolving the disagreement and continuing to do business together.
Attorney fee clause
Include an attorney’s fee clause in the event of a breach. In situations where the agreement is breached, the non-breaching party has already suffered harm. If the breach can be proven, at the very least, the non-breaching party can look forward to the reimbursement of reasonable attorney’s fees.
Make sure the right party signs the agreement. If the representative negotiating the agreement doesn’t have the actual authority to bind the party to a contract, the non-disclosure can be challenged.
This is not an exhaustive list of considerations for the strongest non-disclosure agreement. There are state laws to be considered and downloading generic non-disclosures can put a business’s most valuable assets at risk. While there are some documents business owners can draft on their own, a non-disclosure agreement should not be on the do-it-yourself list. An experienced intellectual property attorney is recommended.
www.majormorrislaw.com – to reach Kimra.
KIMRA MAJOR-MORRIS, ATTORNEY
Kimra Major-Morris is a top-rated intellectual property attorney licensed to practice in Florida and the United States Middle District of Florida.
Her firm, Major-Morris Law, LLC is located in Central Florida representing international trademark brand owners and talent, and advocating for the registration, enforcement, and monetization of their copyrights and trademarks. She is an award-winning author on the subject of intellectual property law and a national speaker on the copyright and trademark issues.
Attorney Major-Morris is the Past Chair of The Florida Bar’s Intellectual Property Committee and is active in The Florida Bar Business Law Section. She is a member of the Florida Bar Entertainment, Arts & Sports Law Section (EASL), the American Bar Association Entertainment & Sports Law Forum, and the Black Entertainment & Sports Law Association.
In 2014, Attorney Major-Morris was among 62 selected Fellows in Class II of The Florida Bar’s William Reece Smith, Jr. Leadership Academy. Since participating in the Leadership Academy, she has served on the Ninth Judicial Circuit Grievance Committee and the Code & Rules of Evidence Committee.
Attorney Major-Morris earned her Bachelor of Science in Broadcast Communications at Florida International University and is a proud alumnus of the 2007 Florida A&M College of Law Class. In 2016, Attorney Major-Morris was honored as a FAMU College of Law Distinguished Alumni Award Nominee.