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Why to read and have reviewed an NDA

April 12, 2016

Question:

Jennifer, 


I'm thinking about engaging a new vendor and they have sent over a non-disclosure agreement.  Do you need to see it or can I just sign it?  Seems pretty standard...

Thanks, Dr. O


Answer:

Better safe than sorry!  It is always safest to have a contract reviewed before you sign; this bodes true even for the most mundane of documents - such as a non-disclosure agreement.  I've seen a lot in my day - including 1 sided, draconian, overreaching, restriction filled NDAs.  Some examples - (1) the vendor is not bound by confidentiality at all, just you can't release their information - Yikes!  (2) the vendor can release and use your material after 1 year - Yikes! (3) you can't solicit employees of the vendor after the agreement ends, but no provision stopping vendor from stealing your staff! - Yikes!

Bottom line - An NDA is a contract between you and another party, and as an intelligent professional, a court of law will assume you not only read the document signed, but also had an opportunity and possibly did have it reviewed by your lawyer.  Failing to do so and just signing will not likely save you from contractual obligations or concessions.  Like any other contract you sign, the name doesn't necessarily capture or have to capture the intention of the parties or the full contents of the agreement.  Vendor may just add some extra stuffing to that bird before asking for your signature!  
 

 


 
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