Louisiana businesses that have products or ideas that they would like to protect but must share with others to move forward in their business goals should be aware of the need for a confidentiality agreement. Also referred to as a nondisclosure agreement (NDA), this is when a party agrees to keep details of a product or item secret while they are in business together. With this agreement, the individual will not have the ability to share this information later. When there is a confidentiality agreement dispute, it is imperative to have legal help to settle it as the future of the product and business often hinges on it.
An NDA can protect trade secrets. This is different from a patent in that a patent is a public disclosure. As the name implies, trade secrets are secret. They are protected only when the owner takes the necessary steps to keep the secret, thereby providing an advantage when it is offered to the public or used to achieve certain ends. NDAs foster confidential relationships. The holder of the secret and whomever receives the information will keep it in confidence.
These can be written, oral or inferred. Behavior will be a determinative factor in whether a confidentiality agreement was in place. However, oral and inferred can be hard to prove. It is preferable to have everything in writing, if possible. An NDA can be one-way or mutual. One-way is when the employer has the NDA in exchange for giving the person a job. The mutual NDA is when the parties agree to share this information with one another and not to share it with others.
One of the biggest problems a business can have is if there is a violation of an NDA. It can cost money and lead to serious problems for the future. When there is a need for an NDA, it is wise to have a legal professional help to craft it and make sure that it is signed and organized as it should be. If there are other problems with the disclosure of information that was subject to an NDA, having legal assistance to from an attorney experienced in business law is even more important.
Source: findlaw.com, “A Nondisclosure Agreement,” accessed on Sept. 18, 2017
