hi @merzkrashed, there are a few important points of information that if I were to sign an NDA form, I would definitely want to know in details: what information is considered confidential (definitions and boundaries), obligations/responsibilities or what might considered a breach and lastly, as you have mentioned: time periods. A time period is pretty straightforward. However, definitions/boundaries could be a little vaguer so I would prefer it to be written as specific and detailed as possible such as "confidential information includes such and such innovative processes, parts, inventory, sales figures, related personnel" etc. I would also like the form to spell out what would consider a breach/violation.

For one of the company's projects, myself and other colleagues had to sign an NDA regarding the project circumstances and to not disclose information or penalties will be enacted. Before signing, we had a small forum to discuss and deem what was allowed and not allowed which I would greatly advise ensuring compliance. Now, whether it is obvious to read the NDA fully but what may not be obvious are the regions of uncertainty. This relates to my previous point and also @thuytienlecao. It is crucial to know the ins and outs of the NDA, project, and guidelines. Signing an NDA isn't a scary thing, however, it is good to be well-informed so one can make an informative decision.

When signing an NDA there are many factors to consider before accepting the contract. As mentioned above, it is very important to pay attention to what is written in the agreement and the time period for which it stands. Another element to keep in mind is to have an understanding of what is considered confidential and the level of confidentiality. As a result of projects lasting indefinite time periods at times, it is important to know recognize what is mandated to be confidential. If an employee in one of the companies that signed the NDA accidentally leaks information that was considered confidential in the agreement, it can jeopardize all parties involved and the product. That is why it is critical that the information deemed confidential needs to be clearly defined, so it prevents any issues from arising in the future.

To add to the discussion about advice when signing an NDA, I would like to emphasize the point of fully understanding the magnitude of consequences that may be leveraged against you on the occasion that the agreement is broken. While I also believe some of the more common points like duration and responsibilities are important like hc255 had mentioned above, I also believe that knowing the exact consequences of your actions in a breach situation is another layer of deterrent. Occasionally I have overheard strangers’ conversations at a bar where I thought a little too much information was being shared and I was always curious if they knew the liability that they could cause their company if the information fell on the wrong set of ears. If they were ever held responsible, the monetary damage would most certainly be crippling for the rest of their lives along with probably losing their jobs. Therefore, I would always be aware of the responsibility of confidentiality placed on my shoulders and keep the trust my company has instilled in me.

I used to work in the contracts group at Sloan Kettering and we would execute over 300 NDAs a year. As advice, I would say don't be afraid to negotiate a NDA. Sometimes people just see an NDA and sign. I can tell you from experience that you can definitely redline and negotiate an NDA. As others have mentioned, be sure to read the definitions of what is included as confidential information sometimes templates will include "marked as confidential", that means if you had a meeting and the power point slides and materials you discussed didn't clearly have "CONFIDENTIAL" marked on it, then that's a way they can get around it. Another example is the term, be sure that you protect your IP and have a long term to cover before you file/publish but that there is a term. At Sloan our standard is 5-7 years and extra years that survive the term of the agreement regarding the confidential information for another 3-5 years. Again these documents can be negotiated but generally our standard is 5-7 years. NDAs are put in place in order to protect IP when having discussions with other parties, if the party your discussing wants to collaborate then another agreement would be put in place for example a collaboration agreement or sponsored research agreement. These agreements would also include confidentiality provisions. An NDA is usually just the initial contract for parties to discuss the technology, but it is important to make sure you read and understand what is being considered confidential and for how long and what your confidentially obligations are under the NDA.

The most valuable asset that every business has is its secrets. In this era where your competitor can get your secrets and outsmart you in performance, NDAs come in handy. They provide protection in the event that prospective relationship with another party does not materialize. Before signing an NDA, it is prudent to understand that you are fully aware of the consequences of breaching it. This way, you will weigh the proportionality of the punishment, and if the punishment appears to be unreasonable, ask for clarifications and raise any concerns you may have. If you still feel dissatisfied with the information given, then refrain from signing it to avoid opening yourself up to litigations in future for accidentally revealing confidential information.

Intellectual property is one of the most important things to consider protecting when making an agreement. The contract should consider the benefit and risk of both parties and should be very clear in spelling this out. I think that all the element that would protect you intellectual property should be your main agenda.

Echoing points made earlier, it is absolutely crucial do understand what exactly you are agreeing to when signing an agreement. It is very easy to simply sign without reading through the agreement, since it may take some time and some mental work to understand the exact terms. However, if the case presents yourself where you are in a situation you did not expect to be in, you cannot simply say you did not know that would happen or a certain part of the agreement didn't apply. Signing is your statement saying that you fully understand the terms of the agreement, and stating such previous things would essentially spell out that you signed without understanding. Should this happen, not much can really be done since on paper you certified your understanding.

I do agree with all your point mentioned above, However, from my current experience with my current company, I do deal with a lot of NDA since I help our customer to spec in our product in their design. They need to protect themselves before sending a sample system, system schematics, etc. However we don't sign it our self, Our legal department review it then signs it. Usually, it takes couple days to till we receive it signed and agreed on by legal department than our VP. But I'm always wondering if the agreement based on the company entity or also for the personal entity?

Certain companies ask an employee to sign an NDA (non-disclosure agreement) in order to protect their trade secrets. The reason being it allows their company to operate at a higher level and less risk. Things you should consider before signing an NDA is to make sure the definitions of proprietary and confidential information are thoroughly defined in it. More importantly, understand the documents properly and the consequences of breaching this information. When you find things suspicious in the NDA, then raise a question and clear your doubts before signing it. Also, sometimes it is possible to negotiate, ask for clarifications and information on terms of the agreement.

first of all Dr. Simon is right, never sign an indefinite NDA. Always make sure there is a way for the NDA to end. This applies to any contract you sing, make sure there is a way for it to end. In terms of signing an nda, it really depends on the topic covered by the NDA. Besides the length of time the NDA is in effect for one more thing to consider is the breadth of the NDA. What information that you can and cannot disclose is really important and when signing one it is critical that you make sure that only information pertinent to the product in question is protected by the NDA. If the NDA is too far reaching then the other party signing the NDA could come after you legally even though you thought you didnt do anything wrong.

Signing NDA ( non- disclosure agreement ) is a fairly common practice. in fact this often leads to carelessness - as the parties may not even read the document. NDA is usually a couple pages long and is focused on protecting important information. NDA  are often used between two companies. Before signing NDA should 1- Read a NDA carefully to make sure that you understand all the terms and conditions. 2- Ensure that you get  right the company legal identity.  3- Make sure the person signing the NDA has the powers to bind the company in such an agreement. 4- Ensure that you cover for the possibility of any future organizational changes. 5- Pay your attention to the duration of the confidentiality obligations. 6- Read carefully about how damages will be calculated. 

It is important that you understand the terms of the agreement of NDA before signing it. NDAs generally contain a few specific pieces:

• Definitions of confidential information
• Obligations from all involved people or parties
• Time periods

Be cautious of an overbroad agreement that seems to be less about protecting confidential company information and more about forcing employees to be silent about everything regarding the company.

If what you are told is different from what you see in the written agreement, you need to clarify before signing because the written agreement is binding. Additionally, if the NDA prevents you from bringing discrimination or harassment claims to the proper authority than the NDA is unenforceable.

If you are unsure about the terms of your agreement, you should speak with a lawyer for further clarification. 

Like all legal documentation that binds you to a legal contract. It is extremely important for you to read through the whole documentation and you 100 percent agree and understand all there is written in the agreement. And if it is very important documentation I would strongly ask a lawyer to review the documentation before you sign it, therefore, a professional is able to verify the legitimacy of the document. Since the documentations are long most people do not read through all of it and once they sign it is is a lot harder to change the contracts. Also, if you do not agree with the contract it is completely your right to not sign it. Or for you to ask for it to be changed. If either party does not agree the agreement can not proceed forward which is completely fine.