Non-Disclosure Agreement – how to make it work?

When you are in any business, there are some information items you want to protect, even while working with business partners, clients, and vendors. That’s the Non-Disclosure Agreement. Over the last 10 years, I have seen few admirable applications of it, and lots of bad ones. The first and most important thing to note is this: does the guy who is signing the NDA know what it means? does he realize that he should not present the information from your engagement in some ‘knowledge management’ session with his colleagues in his company once the engagement is over?

The first and most important thing to note is this: does the guy who is signing the NDA know what it means? does he realize that he should not present the information from your engagement in some ‘knowledge management’ session with his colleagues in his company once the engagement is over?

Improvements in generic business practices are fine for propogation. When employees and vendors leave and join competition, it happens – can’t be prevented. But valuable business knowledge/ IP must be revealed to selective parties.If something is really valuable to you, make sure you add the weightage in evaluating those who can protect it better. Keep information systems under control, and unreachable to those who don’t have to see it. It is not uncommon to hear of employees who have taken a list of customers to competition, and staff of vendors, who are checking in the ERP system, how much business is going to which vendor.

The point is: With trusted people, you don’t really need an NDA. And with people who you can’t trust, you need a lot more than an NDA. Our observations indicate that “brief and easily readable agreements” are read and remembered much better than long-drawn contracts. So if your aim is to make people understand what you are saying with your NDA, try to keep it within half a page. Here’s our NDA, for example: (no talk without action!)

———————————————————-

Alpha Neuron acknowledges that the information received or generated, directly or indirectly from the Client is confidential and therefore any people employed or engaged by us, agree not to disclose, directly or indirectly, any information with respect to any business discussion with the Client. It is agreed that:

• We will not disclose business challenges, financial information, business plans, strategies for development or growth, any proprietary information or any other information regarding the management or method of operation that is not known generally to the public or in the public domain.
• We will not reproduce, in any form, information provided to us outside the scope of the consultation/service unless otherwise approved, in writing, by the Client.

This Non-Disclosure Agreement shall remain valid for a period of two years after completion of a consultation/service to the Client.

On behalf of Alpha Neuron:

Shankar AVSB (Director)
London | New York
———————————————————-