Provided by: Jennifer Kirschenbaum, Esq
April 26, 2022
Question:
Hi Jennifer,
When do I need to enter into a Non-Disclosure Agreement?
Thanks,
Dr. L
Answer:
A non-disclosure agreement (aka Confidentiality Agreement) is your protector of choice anytime you are sharing confidential, proprietary information about your practice; typically, predominantly, financial information. A perfect example is when you are looking at space and the Landlord is looking to review your financials, or a bank is looking to assess for a loan - both scenarios warrant a non-disclosure agreement. Where you are entering into a third party relationship with a vendor that is looking for access to patient records, the protective document of choice in that scenario is likely best suited as a business associate agreement.
A properly drafted Non-Disclosure Agreement will address what material is confidential, how that information will be protected, returned and/or destroyed, over what time period and how a party may disclose confidential information (and a few other areas). A Non-Disclosure Agreement a third party gives to you has to be checked because it may contain provisions we do not anticipate or do not properly follow in a Non-Disclosure Agreement. For example, I have seen "no shop" language or "non solicitation" buried into a Non-Disclosure Agreement, which, would prohibit you from seeking a buyer or soliciting. Very sneaky.
Happy to assist as requested.
