Talk:Non-disclosure agreement

From Wikipedia, the free encyclopedia
Jump to navigation Jump to search
WikiProject Law (Rated Start-class, High-importance)
WikiProject icon This article is within the scope of WikiProject Law, an attempt at providing a comprehensive, standardised, pan-jurisdictional and up-to-date resource for the legal field and the subjects encompassed by it.
Start-Class article Start  This article has been rated as Start-Class on the project's quality scale.
 High  This article has been rated as High-importance on the project's importance scale.
 


Sub-bullet point[edit]

I question the sub-bullet point asserting that a confidentiality agreement will be unenforcable if the confidential materials were obtained illegally. That is certainly not the law in any US jurisdiction of which I am aware.--Chrislemens 23:05, 30 October 2006 (UTC)

I believe it says "typically" rather than "will". Also, it refers to what the parties agree rather than what is required of law. Further, why do you bring up "US" law per se? Poweroid 15:45, 1 November 2006 (UTC)
I don't think it is typical, either of what is included in non-disclosure agreements or in how a jurisdiction will treat information that is purportedly protected and was acquired illegally. I have never seen such a clause, and I've been doing NDA's at the rate of more than one a week for the last 11 years. I bring up US law, because the bullet point could be a valid observation about practice in some other jurisdiction, so would be beyond my knowledge. That said, I've done NDA's in the UK, South Africa, and Australia -- and never seen such a clause. It makes no sense. Why would the owner of the information want to permit it to be disclosed publicly if the other party acquired possession of it illegally? Am I misreading this somehow?--Chrislemens 02:09, 2 November 2006 (UTC)
I removed the sub-bullet point asserting that a confidentiality agreement will be unenforcable if the confidential materials were obtained illegally, per the discussion above.--Chrislemens 15:44, 8 December 2006 (UTC)

Also, might it be useful to add some indication of what obligations the recipient undertakes? Typically, they are (1) to use the information only for enumerated purposes, (2) to disclose it only to persons with a need to know the information for those purposes, (3) to use all the efforts (but not less than reasonable efforts) to keep the information secure that the recipient uses to keep its own similar information secure, and (4) to ensure that anyone to whom the information is disclosed further abide by obligations restricting use, restricting disclosure, and requiring security at least as protective as the agreement.--Chrislemens 02:19, 2 November 2006 (UTC)

I added this description.--Chrislemens 15:44, 8 December 2006 (UTC)

There exist NDAs with a clause stating that the existence of that NDA may not be revealed; I've added this to the article, but the wording is clumsy. Anyone who can re-word should do so. Fire 05:00, 28 April 2007 (UTC)

Any sources for that? Thanks. --Edcolins 10:22, 28 April 2007 (UTC)

Merge[edit]

  • Merge. Amazingly, the articles are nearly identical. We should make sure all the appropriate redirects are in place. Mmmbeer 16:15, 28 July 2005 (UTC)
    • I have just merged "Confidentiality Agreements" into "Non-disclosure agreement", but... there is a third one: non-capitalicized confidentiality agreement. A second merge is needed... --Edcolins 07:30, July 29, 2005 (UTC)
    • There was a third one. At the end of the day, instead of merging the matter from confidentiality agreement (see old version here) into non-disclosure agreement, I have created a redirect. There was a possible copyright violation from "[1]". If anybody wishes to expand the present article with information contained in the old article, but not literally copied/pasted, please feel free to do so. I have added a dozen new redirects to make sure this doesn't not happen again in the future. --Edcolins 08:02, July 29, 2005 (UTC)
    • Contributions from User:Ibpassociation [2] and User:64.187.12.2 [3] probably contain other copyright violations. The issue was raised on their respective talk page. --Edcolins 08:02, July 29, 2005 (UTC)

laurent si quelqu'un avait un model de NDA en français ce serai bien de le mettre en ligne —Preceding unsigned comment added by 82.237.141.43 (talkcontribs)

Lawsuit settlements with NDA's/CFA's[edit]

This article does not address the use of NDA's as part of lawsuit settlements. Sometimes when a defendant in a lawsuit decides to settle a case he asks for a NDA so the litigating party will not share such things as the details of the settlement or the fact that the lawsuit was dropped in exchanged for a money. I am not a expert of NDA use in lawsuit settlements so maybe someone more knowledgeable could add something this, including the reasons it may be used by some defendants. --Cab88 15:17, 21 May 2006 (UTC)

Pro forma[edit]

The "pro forma" section is very specific and merely consists in an example without proper context. Does it apply in all countries and legislations? How reliable is it? Where does this example come from? What are the sources? IMHO, it does not fit very well in the article. --Edcolins 11:49, 4 August 2006 (UTC)

I have removed the section for now. Please cite your sources! Thanks. --Edcolins 11:52, 4 August 2006 (UTC)

Perceived lack of consideration in NDAs[edit]

Can we have some discussion as to the perceived lack of consideration in NDAs? A contract requires, offer/acceptance/intention to create legal relations and, consideration. Where is the consideration in NDAs? —Preceding unsigned comment added by 213.122.40.171 (talkcontribs)

The consideration in NDAs are the promises made by the parties. Consideration may be a promise to perform a certain act or a promise to refrain from doing a certain act. Consideration does not have to be monetary.--Boelsner 02:55, 14 September 2007 (UTC)

I always understood (from my company lawyers) that, under English law, a consideration has to have some value and that a promise, in itself would not be admissable. These lawyers always advised me that I could sign any NDA that was put in front of me, because it would be completely unenforceable under English law unless I was giving the other company something of value in return (eg some money, a horse, a hawk or a robe). Bluewave (talk) 16:42, 6 November 2008 (UTC)

No. The consideration is the promise of something valuable, not the item itself. Pinnels Case (a horse, a hawk, a robe) relates only to attempts to change payment to something of lesser value. 82.108.156.45 (talk) 09:19, 28 September 2009 (UTC)

NDA Online[edit]

Can someobody write the reqiurements for signing online NDAs —Preceding unsigned comment added by 83.27.53.77 (talkcontribs)

NDA Slave agreement[edit]

Please put more information about limitation of NDA development against freedom of opensource technologies/development. —Preceding unsigned comment added by 77.51.117.237 (talk) 09:47, 14 July 2008 (UTC)

NDA on Marketing ideas[edit]

Can NDA's help protect Marketing ideas? —Preceding unsigned comment added by 86.47.42.128 (talk) 12:50, 5 September 2008 (UTC)

External link to customizable NDA[edit]

I added the following link a few days ago

it was removed as an inappropriate external link.

I can understand why the link was removed, however I believe that it deserves to be re-added because:

  • it demonstrates the sorts of issues that need to be considered when producing an NDA such as differences between Mutual and One-way agreements, term, continuing obligations etc. as outlined in the main article.
  • it provides a free, worked example of a highly customizable NDA. This gives reader access to a relevant service that will improve their Wikipedia experience.

I'd appreciate your feedback. —Preceding unsigned comment added by Jmlipton (talkcontribs) 23:19, 16 October 2008 (UTC)

Aha that explains it! FWIW I found it the most useful thing on the page —Preceding unsigned comment added by 58.171.223.233 (talk) 03:19, 23 October 2008 (UTC)
Hi Jmlipton, thanks for your message. The insertion of the link is not appropriate, in my opinion. The link does not provide a unique resource beyond what the article would contain if it became a Featured article (see WP:ELNO). Moreover, the site may possibly mislead the reader by use of unverifiable research. To improve the article, reliable material should be added in the article itself. Thanks. --Edcolins (talk) 10:57, 19 October 2008 (UTC)
Hi Edcolins I feel I need to have another go at having this link re-added to this page.
I feel the link is great way for Wikipedia users to see and understand important elements of an NDA and shows them different varieties of NDA based on their situation.
The sorts of elements I'm thinking of are:
  • One way vs mutual NDAs
  • Ongoing confidentiality
  • Permitted purpose
  • Protected Information, what and how
  • Warranties or a Disclaimer
  • Jurisdiction
It's useful, reliable and free and I can't see why we should keep it off these pages (at least until the article contains more and better information). It's only being proposed as an external link and these should be useful above all else.
Perhaps the link itself should have behaved and been described differently to the way it was originally presented - e.g. "A customisable NDA that demonstrates many of the issues to be considered is available here." I would appreciate your reconsideration. Thanks - Jmlipton (talk) 05:57, 2 March 2009 (UTC)
I also agree that the link is inappropriate, since the site being linked to is primarily advertising a service. It is also unecessary in view of the existing links to the UKIPO CDA document (which includes an example NDA/CDA) and the IPR-helpdesk sites. Therefore, the argument that Wikipedians will suffer by not including the link does not hold water. Sorry. GDallimore (Talk) 16:17, 19 March 2009 (UTC)
I concur with GDallimore. The link does not meet our guidelines, see WP:EL. Links normally to be avoided include for instance, "5. Links to web pages that primarily exist to sell products or services..." Sorry. But thanks for asking, that's certainly appreciated. --Edcolins (talk) 17:56, 19 March 2009 (UTC)
Someone looking for information, not favorable SERPitude for their own private software company, removed a seemingly pointless footnote linking to a brief post on blog.exari.com about a $70m award on account of an NDA breech from a sentence about legally acquiring information disclosed under an NDA. The footnote had nothing to do with the sentence to which it was attached. Very sneaky, Exary. 208.105.86.119 (talk) 19:28, 25 June 2009 (UTC)

New section for NDA forms?[edit]

More and more submissions of sample NDAs are being edited out (disclosure: including the PRECUT NDA that I posted, a Creative Commons project). I think most attorneys would agree that a centralized, semi-curated list of forms would be extremely useful. Perhaps there could be a separate section for these? D. C. Toedt 01:27, 4 May 2011 (UTC) —Preceding unsigned comment added by Dctoedt (talkcontribs)

I for one don't agree, as a general rule, that this is the sort of thing to put in this wikipedia article. But that's just my opinion. As a specific rule, backed up by wikipedia policy, I will remove without hesitation (a) primarily commercial links and (b) unreliable links. The precut NDA falls into the latter category as a self-published cc project. GDallimore (Talk) 13:42, 4 May 2011 (UTC)
What would constitute sufficient reliability, in your view? I can guarantee you that no matter what legal form is posted, there will be lawyers who criticize it (not least because of the not-invented-here syndrome). I think users would appreciate having a central 'card catalog' of places to go look, and use their own judgment. D. C. Toedt 14:20, 4 May 2011 (UTC)
It bears mentioning that the link posted by the requester is to his own site. --CliffC (talk) 14:12, 4 May 2011 (UTC)
That's why I included the disclosure parenthetical. D. C. Toedt 14:22, 4 May 2011 (UTC)
WP:Reliable sources. GDallimore (Talk) 15:38, 4 May 2011 (UTC)
ISTM that under WP:Reliable sources, any legal document standing alone will be unreliable almost by definition. In part, this is because any drafter, no matter how well-meaning, will be unconsciously biased in favor of the position of one party or another. (NPV is thus also implicated.) My contention is that a collection of links to such documents, in the aggregate, would be more likely to comply with NPV, more likely to be reliable, and a definite service to readers. --D. C. Toedt 18:49, 4 May 2011 (UTC)
Wikipedia is an encyclopedia, rather than a database of links and forms. The mere fact that a resource has been released through CC does not indicate or validate appropriate inclusion or use on Wikipedia. Including links to these forms in any capacity violations community standards and guidelines pertaining to spam. The proposing editor has been previously warned about his inclusion of links to his own website. Continued violations may result in a block of the account. Please review the guidelines again. Thank you. Cind.amuse 01:01, 5 May 2011 (UTC)

Case Studies[edit]

Should there be a piece on famous cases where CDA has been broken — Preceding unsigned comment added by 217.112.149.130 (talk) 11:49, 26 April 2012 (UTC)

Anything with reliable sourcing should be considered. GDallimore (Talk) 18:24, 26 April 2012 (UTC)

External links modified[edit]

Hello fellow Wikipedians,

I have just added archive links to one external link on Non-disclosure agreement. Please take a moment to review my edit. If necessary, add {{cbignore}} after the link to keep me from modifying it. Alternatively, you can add {{nobots|deny=InternetArchiveBot}} to keep me off the page altogether. I made the following changes:

When you have finished reviewing my changes, please set the checked parameter below to true to let others know.

As of February 2018, "External links modified" talk page sections are no longer generated or monitored by InternetArchiveBot. No special action is required regarding these talk page notices, other than regular verification using the archive tool instructions below. Editors have permission to delete the "External links modified" sections if they want, but see the RfC before doing mass systematic removals. This message is updated dynamically through the template {{sourcecheck}} (last update: 15 July 2018).

  • If you have discovered URLs which were erroneously considered dead by the bot, you can report them with this tool.
  • If you found an error with any archives or the URLs themselves, you can fix them with this tool.


Cheers.—cyberbot IITalk to my owner:Online 12:41, 27 February 2016 (UTC)

Agreed[edit]

Agree Numankhaan (talk) 08:44, 3 October 2017 (UTC)

External links modified[edit]

Hello fellow Wikipedians,

I have just modified 2 external links on Non-disclosure agreement. Please take a moment to review my edit. If you have any questions, or need the bot to ignore the links, or the page altogether, please visit this simple FaQ for additional information. I made the following changes:

When you have finished reviewing my changes, you may follow the instructions on the template below to fix any issues with the URLs.

As of February 2018, "External links modified" talk page sections are no longer generated or monitored by InternetArchiveBot. No special action is required regarding these talk page notices, other than regular verification using the archive tool instructions below. Editors have permission to delete the "External links modified" sections if they want, but see the RfC before doing mass systematic removals. This message is updated dynamically through the template {{sourcecheck}} (last update: 15 July 2018).

  • If you have discovered URLs which were erroneously considered dead by the bot, you can report them with this tool.
  • If you found an error with any archives or the URLs themselves, you can fix them with this tool.


Cheers.—InternetArchiveBot (Report bug) 18:27, 1 December 2017 (UTC)

India[edit]

This section has some very poorly worded statements.

  1. "compete your information to other people." makes no sense!
  2. "This is also the provisions which will help you to prevent your trade secrets." is not a complete sentence/thought.
  3. "Protection under the copyright act-if the information stolen is protected under the copyright act, such as software and databases are covered under section 63 of the copyright act, and civil proceedings are also maintainable." is a run-on sentence. It appears that several separate thoughts are involved here, so it probably needs several sentences to convey the intent.

I am not an authority on Indian law, so I suggest that someone with that expertise (who also can correctly use English grammar) should edit this section.

205.167.3.27 (talk) 05:48, 19 April 2018 (UTC)whitebeard