What to watch for in an NDA

Provided by:  Jennifer Kirschenbaum, Esq.

August 6, 2019

Question:

Hi Jennifer,

I was asked to sign an NDA. I am considering bringing a clinical trial in to my practice.  What should I watch out for?

Thanks,
Dr. A 

Answer:

Good question.  A non disclosure agreement is a simple enough concept - usually it is a mutual agreement, where both parties agree not to share proprietary information they receive from the other party that is not otherwise public.  The problem with signing blindly is oftentimes other concepts are drafted in as well, that go beyond the scope of a simple NDA, such as potentially a “no ship” or exclusivity provision, which could serve to lock you up or prohibit you from other opportunities.   Another area of concern is expiration - when would the obligation to keep the information disclosed expire?  Some large companies like to reserve the right to use data in future presentations or marketing materials, even if you do not consummate a deal with them.  You do not your data used as a statistic (at least not until its stale to you, or de-identified properly, at a minimum).  

So, like all contracts, an NDA should be carefully assessed prior to signature.   

  


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