What are the most important considerations when setting up a non-disclosure agreement?


Since you are the disclosing party, it's crucial that the non-disclosure agreement (NDA) clearly outlines the scope of the confidential information, the obligations of the receiving party, and the duration of the confidentiality. Make sure the agreement includes terms about how the confidential information should be handled, any exceptions to confidentiality, and the consequences if the terms are violated. It’s also essential to have a provision that specifies the governing law and dispute resolution process in case things go wrong.
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Hi, I just completed a unilateral non-disclosure agreement and have a few questions before finalizing it.

I understand you have questions about a unilateral non-disclosure agreement. Can you please confirm if you are the disclosing party or the receiving party in this agreement?

I am the disclosing party.

Have you reviewed all the terms and clauses in the agreement to ensure they meet your needs and protect your interests?

No, I'm needing help making sure it's set up correctly. Can you help me?

Is there anything else the Lawyer should know before I connect you? Rest assured they'll be able to help with your agreement.

Not at this time. Thanks for asking.

Hello! My name is TJ and I’m an attorney. Thanks so much for the opportunity to assist you! I can definitely help you with understanding how to structure your unilateral non-disclosure agreement.

Since you are the disclosing party, it's crucial that the non-disclosure agreement (NDA) clearly outlines the scope of the confidential information, the obligations of the receiving party, and the duration of the confidentiality. Make sure the agreement includes terms about how the confidential information should be handled, any exceptions to confidentiality, and the consequences if the terms are violated. It’s also essential to have a provision that specifies the governing law and dispute resolution process in case things go wrong.

QUESTION FOR YOU:
In order to give you a more thorough answer, could you clarify the specific nature of the information you're disclosing? Also, do you have a set duration for how long the receiving party must keep the information confidential?

The information that was disclosed and shared was private business, life experiences, and relationship with my partner. We have been in a relationship for many years and I've decided to end our engagement. I found out that he's been cheating, paying for women, and sites during our engagement. I was not aware of this and I'm beyond terrified that he will disclose any of my personal business, life, secrets we've shared, etc. with the women he's been meeting.

I’m really sorry you’re going through this, it sounds incredibly tough. Based on what you’ve shared, it seems like the NDA might not only be about protecting business-related information, but also personal and sensitive life details. In this case, the agreement can be adjusted to reflect both the personal nature of the information and the need for long-term confidentiality.
You absolutely have the right to protect yourself and your personal experiences, especially given the betrayal you’ve described. With the disclosure of private business, life experiences, and relationship details, you would want to ensure the NDA clearly defines the types of sensitive information you’re protecting. For example, the agreement should specifically identify personal stories, intimate details, or shared experiences that you want kept confidential. Given the personal nature, you may also want to include language about the confidentiality extending to anyone the receiving party shares that information with, such as third parties or new partners.
In terms of the duration, if you’re worried that this personal information could be shared for a long time, you can definitely specify an extended term in the agreement. For instance, it could cover the period until the information no longer holds value or is publicly known, but as you’ve mentioned, you might want to consider a clause that ensures indefinite protection of your personal information. This could be particularly important since the relationship and any sensitive details could remain private even if the formal engagement is over.
In situations like this, where you’re feeling vulnerable and there’s a fear of your private life being exposed, the NDA should serve as a protective shield. Ensure it includes strong language about consequences for any violations, including specific legal actions you can take if the confidentiality is breached.

I hope this helps to clarify some options for protecting yourself moving forward. If there’s anything you’d like to dive deeper into or clarify, just let me know.

It does help. I have clients and sensitive client information he has been exposed to during the course of our relationship.

I’m glad to hear that helped. Given that sensitive client information is also at risk, it’s even more important to ensure the NDA is comprehensive and carefully structured. Since your partner has had access to this confidential information, you’ll need to take extra steps to ensure both your personal life and your professional obligations are protected.
First, the NDA should clearly specify the client information that has been exposed to your partner, and it should define exactly what constitutes confidential client data. This includes anything from financial records, project details, personal client histories, and any proprietary information about your business or clients. It’s crucial that the NDA holds your partner accountable for not disclosing or using that information, especially since it pertains to both your personal life and your professional relationships.
The duration for protecting client information could be indefinite, as long as the data remains sensitive or proprietary. With client information, you’ll also want to address the possibility of harm that could occur if this information were to be shared with others, like competitors, or used in ways that could damage your business. In many cases, businesses enforce NDAs to protect trade secrets and confidential client data, and you’ll want to make sure your NDA aligns with these standards, so you can seek legal action if the confidentiality is breached.
Additionally, it’s worth specifying the exact consequences of violating this NDA, particularly when it comes to both your personal and business information. These penalties should be clearly outlined, as this will help you act swiftly if any sensitive details are disclosed or misused.

I hope this provides further clarity and reassures you that your business and client information can be legally safeguarded. If there’s anything you’d like me to go over further, feel free to reach out!

How can I include disclosures of private business, life experiences, and relationship details? along with specific exact consequences of violating this NDA and indefinite time frame?

I’m sorry you’re dealing with this, and I understand how important it is to protect both your personal and business information. To include disclosures of private business, life experiences, and relationship details in the NDA, you’ll want to clearly define these in the agreement, specifying exactly what is considered confidential. For example, you can define “Confidential Information” to include your personal history, shared moments, business secrets, and client data.
To ensure indefinite protection, you can include language that states the confidentiality obligation lasts indefinitely or until the information becomes public. For example: “The confidentiality obligations shall remain in effect indefinitely, unless the information becomes publicly available through no fault of the Receiving Party.”
Finally, specify the consequences for any breach, such as financial penalties, injunctive relief (to prevent further disclosure), and the right to terminate any agreements or contracts. This will provide a clear legal path if the NDA is violated.

I hope this helps! Let me know if you need further clarification.

This is helpful. I will insert these suggestions into my NDA. Any other suggestions?

I’m glad this is helpful! One additional suggestion is to include a clause requiring the return or destruction of confidential information when the agreement ends. For example: “The Receiving Party shall return or destroy all Confidential Information upon termination of this Agreement or upon request.”
You could also consider adding a clause about third-party disclosures, ensuring anyone they share your confidential information with is bound by the same terms.
Finally, if relevant, a non-compete clause might be worth adding to prevent misuse of your business information.
I hope this helps further! Let me know if you need anything else.

Hi TJ, I'm almost done drafting my NDA. What is a good consequence in case he discloses information specified on our NDA?

Hello again! A good consequence for disclosing information specified in the NDA would be financial penalties, such as compensating you for any actual damages or harm caused by the breach. You can also include injunctive relief, which allows you to seek a court order to prevent further disclosures. Additionally, you could specify that the agreement may be terminated, and any existing business relationships or contracts could be voided upon breach. These consequences should be clear and enforceable to deter violations.
I hope this helps! Let me know if you need further clarification.