NDA's are legally binding documents so we should read it carefully before signing. We need to be aware of the terms in the document and clarify any vague statements before signing. NDAs should provide clear and specific terms to detail exactly what information is confidential and how long this information must remain private. So if there are any uncertainty in these terms a new NDA with proper explanation and certainty needs to be drafted before signing.
So I have seen NDAs and CDAs for a long time. My perspective is that folks sign them very quickly to move their business forward but rarely "read" the fine print and leave it to their laywers. This is a big mistake. Business Development people see it as a nuisance and a block to their real work. Take the time, relationships will probably last longer than you think or want. I have seen NDAs impact individuals to the point where they could not engage new opportunities for what was written in them. One needs to realize the big picture.
I have seen two companies try to agree with an NDA and they (the lawyers) were not in agreement with the NDA and the business folks were very frustrated with the process. Ultimately, the NDA was not signed and the relationship never got off the ground. A retrospective look at the situation, it was probably better the two companies never finalized it. The cultural and business approaches were very different. We avoided a major issue. The process worked....
One important thing to be aware of, especially when dealing with companies from other counties, is to understand how there system works treating the NDA . Always clarify which jurisdiction you wish to apply to the agreement.
The best advice would be to READ AND UNDERSTAND the document FULLY. Furthermore, the language must be precise and to the point so that no secondary meaning could be understated. Any secondary or hidden meaning can penetrate the legal protection it can offer in terms of a lawsuit. Same as the scope, the consequences of breaching the document must also be precise and to the point as well. Basically, all the NDA documents must be fully understandable, obvious, and clear of any vague language for the ultimate legal protection and keep the contract's legal bindingness for the parties involved.
I have signed many NDA’s and my advice is to read the entire document carefully prior to signing. After signing, I strongly advise asking exactly what details are bound by the NDA. Sometimes an NDA covers a lot of information which can leave you confused as to the amount of information you are prohibited from speaking about. In my experience, I have signed an NDA where the only details bound by the NDA were specific facility addresses. The information bound by the NDA was not specified in the agreement, so asking after signing helped clarify what I was allowed to disclose to friends and family.
Due to the importance of the NDA and the terms it mandates it is important to fully understand and be in agreement with whatever you are signing. I also agree with seeking legal help to fully understand the terms you are agreeing too. These documents can sometimes be tricky and tend to obscure information within them. The small fee to pay the lawyer could save you a lot more money in the long run, as well as time and hard work. Important parts of the NDA to pay attention to is the length of the project, terms and condition, and also important to understand the consequences for leaving or breaking the agreement.
The main thing to consider before signing is the contents of the NDA. Specifically, what restrictions does the NDA impose on you. NDAs are an agreement between the employer and employee to protect trade secrets and confidential information. The company must protect itself from former employees from copying/distributing confidential work to other companies. I think the main thing to consider is: will the NDA prevent you from future employment with other companies. NDA might prevent someone from working in the same area or field for having too much knowledge of other companies' information.
I really think that the 2 most important things to remember when contemplating if you will sign an NDA is the credibility of who you are dealing with and making sure you have completely read and understood the guidelines of the NDA. I agree with Dr. Simon that typically signing an NDA for an indefinite amount of time is typically never a good idea. However, if you are certain about the credibility of the NDA giver and you are in complete agreement with the contract then you should be good to go.
Before signing an NDA, its important to remember which parties are involved, make sure information/confidentiality is a priority, and there are no additional unknown clauses or unread clauses.
Also, look for terms that can be more vague rather than specific as these could cause issues in the future as there is no direct translation of vague terms and assumptions can be made.
It is important to understand the full implications of an NDA before signing. Some may sign them for their job multiple times on different patients and such. Others, like myself, will have an NDA that bares them from working on similar products or projects in a different company for a year. The most valuable aspect is to understand what you can't do so you know what your next role may be, even within the same industry, you can work on design controls rather than an actual product development project until the NDA expires. There is also importance in knowing that a company may sue you for any work too similar to what was completed during your time at the previous company and to ensure that there are no loose ends that you may have implications on.
Some advice I would give to someone who is signing an NDA is to read the NDA over and over and then have a professional read it. Find a lawyer or attorney that you trust and has your best interest at heart. My significant other will be a lawyer in a few years so I would go to him. However I know this is not the case for everyone but just finding someone who is educated in ndas is super important because signing contracts are very critical and crucial when you put your signature on them. That means you are abiding by what the contract says and sometimes it is not in your best interest. I think the advice is to fully understand what you're signing regardless of what the documentation is and there are professionals out there who can help you understand it so that would be my advice.
If you are asked to sign a non-disclosure agreement (NDA), it is important to carefully review the terms of the agreement before signing. Seek legal advice if you do not understand any aspect of the agreement. Consider the scope of the NDA, the duration of the agreement, and the consequences of violating the agreement. Be aware of any exceptions or exclusions in the NDA that may affect your ability to use or disclose certain information. Ultimately, only sign the NDA if you are comfortable with the terms and confident that you can abide by them.
If I were to start up a medical device company that operates worldwide, I would consider a matrix organizational structure. This structure allows for the efficient management of projects while also maintaining functional departments that can oversee operations globally.
A matrix structure involves employees working in both functional departments and project teams, allowing for better communication and collaboration between different parts of the organization. This structure is ideal for a company that needs to balance multiple projects and functions across different regions, which is essential for a medical device company operating worldwide.
Additionally, a matrix structure can help the company quickly respond to changes in the global market and adapt to local regulations, which is critical in the highly regulated medical device industry.
Overall, a matrix structure would allow for efficient project management and global operations, making it an ideal organizational structure for a medical device company that operates worldwide.
You should read the NDA all the way through and consult a lawyer before signing it. Make sure you comprehend the NDA's terms and conditions by reading it carefully. Verify that the conditions are agreeable to you and that you are at ease with the commitments you are making. You might wish to get legal counsel from a lawyer who focuses on contract law if the NDA is complicated or if you have questions regarding its wording. They can assist you in comprehending the contents of the contract and provide guidance on whether you should sign it.
Are there ways around a NDA?
Avoid unclear definitions. If the confidential information to be protected by the NDA is defined as something like any and all potentially sensitive data.Consult a non-disclosure attorney before signing to help identify potential exposures and downsides you may not have considered.
