Studio 3 – NDA

An NDA?

NDA? An NDA is short term for a non-disclosure agreement. Why do we need this?
We shall talk about this in the next section of the blog.

 

You need to know about NDA’s before signing, and it is always the best thing to do as well. Always read your NDA before signing as you may sign to something you disagree with or you may even breach it. This is not APPLE. You MUST almost always sign an NDA otherwise you will not be qualified for the project that is up-for-grabs. NDA can be about many things, they can be about payment, sharing/publishing of the design. it is mainly about the sharing of information.

 

What is mainly in an NDA

As stated previously, its basically like a terms and conditions you most likely do have to sign to get the job. It is a set of rules about sharing information (mainly). This is so that when you are doing your work, you can not give this info to other companies to steal and take the idea, making the company you work with lose money, etc. This is a legal binding contract that has your name on paper basically saying you can not speak of this, share it to anybody, besides the company. If you violate the NDA, you can be sued for the breach of a contract.

If you violate the NDA, you can be sued for the breach of a contract.

They’re quite common in the business side of things, so don’t be alarmed. it’s just to keep things secret from other companies.

 

Example of NDA

This is a taken from docracy.com via:
https://www.docracy.com/27/generic-shortform-nda

 

THIS AGREEMENT is made and entered into as Date (“Effective Date”), by and between Disclosing Party Name, (“the Disclosing Party”) and Recipient Name, (“the Recipient”) (collectively, “the Parties”).

Purpose for Disclosure (“Business Purpose”):  Give some thought to describing the business purpose so that it is not overly broad or nebulous

The Parties hereby agree as follows:

1. For purposes of this Agreement, “Confidential Information” shall mean any and all non-public information, including, without limitation, technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, disclosed to the Recipient.  For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend “Confidential” or an equivalent designation.  Be wary of undertaking an obligation to mark everything, since it is often neglected in practice.

2. All Confidential Information disclosed to the Recipient will be used solely for the Business Purpose and for no other purpose whatsoever. The Recipient agrees to keep the Disclosing Party’s Confidential Information confidential and to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement. Recipient shall not make any copies of Disclosing Party’s Confidential Information except as needed for the Business Purpose. At the request of Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof.

3. All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

4.    The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality.

5.    In the event that the Recipient shall breach this Agreement, or in the event that a breach appears to be imminent, the Disclosing Party shall be entitled to all legal and equitable remedies afforded it by law, and in addition may recover all reasonable costs and attorneys’ fees incurred in seeking such remedies.  If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipient shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to prevent the disclosure.

6.    The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the State. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of a conflict with any other agreement between the Parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

 

Advertisements

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s