Individuals and organizations at times have to share information with others that they would not like the public to come across and they would like to protect. Other times they are involved in disputes and other matters that they also would like to keep private. When these instances occur, to ensure that those who receive information keep the information private, it is common to enter into a Non-Disclosure or Confidentiality Agreement.
Often certain types of information such as trade secrets, internal documents or even new ideas are given to another party for work or to services to be done, and in order to ensure they are not given out to other people or used for the benefit of others, the person providing the information will make the other person receiving the information sign a Non-Disclosure Agreement or Confidentiality Agreement. In the above example, the agreement is unilateral and binds only the person receiving the information to maintain the information as private and confidential.
By comparison, a mutual Confidentiality or Non-Disclosure Agreement binds both parties who are exchanging information to confidentiality and the requirement extends to ensure they do not disseminate this information either intentionally or accidentally. In many cases such a Confidentiality Agreement or a Non-Disclosure Agreement goes so far to say that even the fact that there was an exchange of information at all, is to be kept confidential.
You may wish to enter a Non-Disclosure Agreement or Confidentiality Agreement, for example, to ensure the person you are hiring to do contractual work for you does not steal or copy company or project information and use it for their own or others benefit. Or, if you have a unique idea for which you require assistance to launch, in the way of financial assistance, technical or marketing assistance, you may be better to protect your unique idea with a Confidentiality Agreement or Non-Disclosure Agreement.
Confidentiality Agreements for personal use
Typically Confidentiality and Non-Disclosure Agreements are used in the settling of private disputes, including mediation where all parties and the mediator must all keep the information related to the mediation private and confidential, including the identity of the parties. Or a Non-Disclosure Agreement or Confidentiality Agreement may be used when one company discloses trade secrets such as special ingredient or secret recipe to another party for a particular purpose. For example in some cases a regulator of an industry may need private information about a company that may involve ingredients, recipes or other manufacturing secrets to ensure that the company is in line with standards.
Whatever your purpose, idea or secret may be that you want to protect, you should have a Confidentiality or Non-Disclosure Agreement in place before you start any discussions to ensure you are protected.