Here we are again, living up to our commitment of responding to questions that have come up on several occasions during client interactions. In this blog, we have moved forward our series of discussions based on real-time question-and-answer videos published on our YouTube channel and accessible through https://www.youtube.com/@MilettiLaw/videos. Specifically, we have responded to a question concerning “drafting a confidentiality agreement, specifically an NDA (non-disclosure agreement).” As usual, let us have a scenario.

Imagine you have an idea about starting a business. So, you are a non-business owner since you have not started one yet, but somehow, you need to write a confidentiality agreement. However, before proceeding, you may wish to gather a team and reveal the idea, strategy, and business model to the members. Now the question is – can you draft a confidentiality agreement and have the members sign it? Still, would such an agreement would hold in court?

Based on this scenario, one would have to reveal information they consider confidential and proprietary to them. Thus, one would require an NDA or non-disclosure agreement, which would bar and prohibit the team or any of its members from disclosing and/or using it.

As Vinny recommends in the video, you should always consider seeking the services of an attorney when drafting binding documents. You do not have to write one yourself unless you are 100% aware of all the legal and drafting issues involved in the process. While we, here at Miletti Law®, offer a fully customizable and easy-to-use template model on our website (accessible at https://milettilaw.com/self-help/), we are ready to take on the task but also propose that you do it yourself first. However, without awareness of the legal and drafting issues, you will often omit information that is mandatory and key to a confidentiality agreement.

Remember that based on our scenario, you would like an NDA, and, thus, you must know how to draft clauses concerning the termination of the agreement, what information is considered “confidential,” and the legal issues involved. After all, you would not know much about hairdressing or even what hairdressers know if you are not a hairdresser yourself. For instance, the law requires such documents to be legally sufficient to hold up in court.

By way of backdrop, we have, in the past, published a 5-part series titled “Non-disclosure Agreements: Key Legal & Drafting Issues,” through which we aimed to provide our unusually motivated® readers with a hands-on guide regarding key legal, drafting, and negotiation issues related to non-disclosure agreements/covenants. In Part I of this series and our blog accessible at https://milettilaw.com/non-disclosure-agreements-key-legal-drafting-issues-part-i/, we noted that also known as confidentiality agreements, non-disclosure agreements/covenants mandate that parties (may be employees or other individuals) keep information confidential and cease and desist from disclosing and/or using it.

Still, in our video titled “Restrictive Covenants Made Easy” and accessible through https://www.youtube.com/watch?v=09Bb5CO9FW8, we asserted that restrictive covenants are contractual devices that employers may utilize to safeguard their employee, client, and customer relationships, trade secret, and other proprietary or confidential information, and other competitive interests.

Most importantly, accessible at https://www.youtube.com/watch?v=PCy08US51OU&t=74s, we also created a video titled “The 5 Key Clauses For Every Confidentiality Agreement,” which would be a good starting point to understand how to create a confidentiality agreement, but most importantly, why you need the help of an attorney to understand every clause and its meaning. What about the “Indemnification Clause?” “Non-Circumvention Clause?”

In a nutshell, while you definitely need to write an NDA, you need to make sure it is binding, incorporates all the clauses, and is also legally sufficient. This is why you need an attorney to do it for you. However, if you do not, get a template like the one we offer on our site and use it.

With that, feel free to view our video accessible at https://www.youtube.com/watch?v=I3PcBDiyTkQ&t=5s, and get it yourself directly from the horse’s mouth. Otherwise, in the case that you need further clarification regarding the information shared in the video and this blog post or require our services, we are just a call or email away!

As we continue dropping knowledge bombs every day, stay tuned for more educative videos, inspiring training, & legal advice. In the interim, if there are any questions or comments, please let us know at the Contact Us page!

Always rising above the bar,

Isaac T.,

Legal Writer, Author, & Publisher.