Shh, by Kradlum

This week we’re focusing on preparing our first contract. It’s a confidentiality agreement, also known as a non-disclosure agreement or NDA. We’ve decided to call it the former, since confidentiality is at the heart of it and it covers important things other than disclosure, such as restrictions on use of confidential information. And it’s a good first agreement for us to publish because it’s relatively straightforward and parts of it will likely find their way into other, more complex agreements we’ll work on down the line.

The first step we take in creating a new type of agreement is to work up a blueprint that covers the major considerations for all agreements of that type. The blueprint is a high-level outline that’s general enough to apply to all the confidentiality agreements our participants will produce, and specific enough to be a good first step toward developing the drafting instructions for a particular agreement. For example, the agreement we’re working on now is a simple mutual confidentiality agreement, and it’s likely that in the not-too-distant future we’ll also create a simple one-way confidentiality agreement. The blueprint outlines both, but the drafting instructions for each will be different, as necessitated by the different requirements of mutual versus one-way confidentiality.

We’ve posted the blueprint, which is very much a living document, and we’ll post the rest of our work as it progresses.

If you use, or anticipate someday needing to use, confidentiality agreements, what types of requirements do you commonly have? What situations have you encountered where you’ve needed a confidentiality agreement or have been asked to sign one? If this is something you’d prefer not to comment on publicly, you can email me. We’ll keep your comments in mind as we continue to flesh out the blueprint and plan future contracts.

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(Apologies to RSS subscribers for this duplicate post. Believe it or not, I accidentally deleted the original post and had to recreate it.)