Agreement Template / December 6, 2018 / Heather Patrick
These are binding obligations that you can be sued for if you dont follow them so its important to take them seriously. And if you work at a small business you likely dont even have the time or money for an attorney to handle the constant flow of nondisclosure agreements that often comes your way. So its not a bad idea to try and get a sense of what the key provisions are in a comprehensive confidentiality agreement template. After all most of these provisions are more business oriented than legalistic so shouldnt you make the business call on what positions you want to take in your confidentiality contracts? Here are the key provisions and negotiating positions that you want to think about: 1. Business Purpose. Generally you state at the top of a confidentiality agreement why you are sharing your confidential information.
This is the business purpose. It could be because you and the other party are considering a business relationship or to evaluate a potential product or service. Whatever it is you want to clearly state this business purpose up front so its clear what the agreement is focusing on and why the parties are signing it. 2. Marking Requirement. This is definitely something to watch out for because it can get you into trouble quite easily. The marking requirement forces the party disclosing its confidential information to actually mark or stamp that information as confidential or describe it as such in a letter given to the receiving party. Unless you are in the habit of keeping close track of your confidential materials and stamping them with big bold letters youre probably going to fail to comply with a marking requirement and unknowingly give away your confidential information without any restriction on the receiving party from sharing it with the public or third parties.
Obviously a basic form contract is unlikely to cover all the bases for things like international joint ventures multi-level sales agency relationships or insurance services. These are agreements where the costs of an attorney are justified. Another downside to using an employment agreement template is the potential for building inflexibility into your business. In particular employment law changes may invalidate or make an existing agreement out of date. If you use the same job template for hundreds of employees and the law changes you may need to go back and have them re-sign new contracts. This wont always benefit the company though it is a small risk to take to get the significant legal protections afforded by even the simplest of contracts.