Posted: July 8, 2021
By Shannon Fuhrer, Associate

Non-Disclosure Agreements: What Are They and Do They Matter?

A Non-Disclosure Agreement (“NDA”), also known as a confidentiality agreement, forms a key part of the relationship between the persons signing the contract. An NDA governs how a person may—or may not—disclose certain confidential information received from the other person. Breaching an NDA is serious, can cause significant financial losses, and may result in lengthy litigation.

Given how important an NDA is, it is alarming how many people skim through it and sign without understanding their obligations. It is equally surprising that businesses will overlook the importance of having an NDA in place. Whether the NDA forms part of the boilerplate at the end of a contract or is a standalone document, we highly recommend you seek legal advice before signing one.

Employer Non-Disclosure Agreements: Frequently a Condition of Employment

In the employment context, NDAs are usually unilateral: an employer will seek to limit an employee’s ability to disclose certain confidential information the employee receives while they are working for the employer. This confidential information could include many things, like client contact lists or specialized procedures. Signing an employer’s NDA is frequently a condition of employment.

If you are an employer, we can help you draft an NDA specific to your business’s needs. If you are an employee, we can help explain your obligations under the NDA. If you are thinking a career change, your current employer’s NDA may affect your transition to your next job.

Have questions about NDAs in the employment context? Our Employment and Labour Law Group would be happy to assist you!

Mutual Non-Disclosure Agreements: Let the Due-Diligence Begin

Mutual NDAs are used when parties are contemplating a possible purchase and sale of a business or property. With a mutual NDA in place, the potential seller and the potential buyer can exchange their confidential information (in a process known as “Due Diligence”) so that each party can assess whether they want to proceed with the deal. Understanding the terms of a mutual NDA is crucial to allow a frank and open due diligence process to occur.

Curious about how NDAs fit within due diligence procedures? Our Corporate Law and Business Services Law Group is ready to answer your questions!

How Can We Assist You? 

Every NDA is unique to its circumstances. The lawyers at Emery Jamieson LLP have extensive experience in drafting, reviewing, and defending NDAs. Contact us today!

Emery Jamieson LLP