When someone signs an NDA it is very crucial to review and understand the agreement as best as possible, some key considerations is the definition of confidential information, the level of confidentiality as well as the duration of the agreement because it is not always permanent. Negotiation can also happen with the NDA where the contract/agreement should be redlined well to ensure fairness and alignment with your interest. Finally, remember that NDAs are often just the starting point for discussions. For deeper collaborations, other agreements like collaboration or sponsored research agreements may be needed, which also include confidentiality provisions.
Before signing an NDA, one must read through the entirety of the document and understand every part of it. If there is any discrepancy, all questions must be answered and understood. You should know to what extent the information is kept secret, the term limit of the document, your capacity to uphold the agreement, and the consequences for violating it. If negotiations are needed, they must be made to ensure both parties are in agreement. If necessary, a lawyer should be involved to help you better understand what's being asked for and what can happen to you if you violate it. Also, you should verify the validity of the document to make sure it's fair for both parties.
First off, as the name of the NDA says, I would suggest to make sure that you are clear of what must be kept confidential. If there is any case you can think of but not sure how to handle that according to the NDA, you should ask to be clear so that you can follow the NDA. For example, for researching and collaboration with other parties, how must you handle the confidential information when a collaboration happens. Another thing to check for is the duration of how long the confidentiality must be kept.
Hi merzkrashed,
If you are ever in the situation, when signing NDA, carefully review its terms to ensure clarity and fairness. Ensure that the scope of confidentiality specifically defines the protected information. Pay attention to the time period for confidentiality and avoid agreements with indefinite terms, as Dr. Simon advised. Hiring a lawyer may also be some good advice. If there are any clauses regarding liabilities or penalties for breaches to avoid unreasonable risks make sure that you fully understand them and you are prepared to handle whatever may happen. You should really only be signing if you are interested in the classified information and are comfortable with what may occur.
@hc255 agree; I also firmly align with how you pointed out that this doesn't necessarily have to be a scary thing.
It is indeed important to ask and well understand what's considered confidential, what are the penalties associated with breach of the contract, and the time period to keep the confidentiality-as many others have mentioned. While these are important, I feel it should also be understood that signing an NDA becomes much easier once you have an established working history with a company. For example, in my company, we simply asked a lab that we've worked with in the past over a meeting to sign an NDA and then proceeded to discuss the project in vague terms anyway. This establishes trust with them, in addition to there being trust from a past working relationship between our companies.
While there are a few things I would want to know before signing an NDA, I agree with other posters that they are not something to be avoided at all cost. I would be ok with signing as long as I know the company I am signing it for has no history of illegal or harmful activities, the NDA has a defined end period, and the NDA does not stop me from working a similar job in the event of a firing/lay off. As long as those are true, there should be no reason to have to break an NDA other than the company engaging in illegal activity, and in that event most places have legal protections in place that allow individuals to break NDAs to report illegal activity.
Before signing an NDA, I think it’s important to understand exactly what information you’re agreeing to keep confidential and for how long. NDAs can be helpful for protecting sensitive details, but they can also be risky if you sign without reading the terms carefully. It’s a good idea to check who you’re dealing with and whether the company or person seems trustworthy before entering into any confidentiality agreement. I also agree with Dr. Simon that you should avoid NDAs with “indefinite” time periods, because that can restrict you long after the project is over. Understanding the time limit, the scope of information, and what counts as a violation can help prevent problems later. NDAs should protect both sides, not trap someone into unclear or unfair obligations. Taking a few extra minutes to review the details can save you from future issues or misunderstandings.
If you’re asked to sign an NDA, the main thing to remember is that you should never sign something you don’t fully understand. An NDA is still a legal contract, so you should read it carefully and make sure every part of it makes sense to you. Pay attention to how long the confidentiality lasts, it’s better to avoid NDAs that have an indefinite term. The agreement should clearly explain what information is considered confidential and shouldn’t prevent you from using your own skills or general knowledge. It also helps to see whether the agreement feels fair to both sides, because a very one-sided NDA can be a warning sign.
From personal experience, signing NDAs can be nerve-wracking, especially for your first few jobs or projects. But it teaches you the importance of keeping a secret at the professional/industrial level.
First, NDAs must be signed in good faith. Simple as that. The employee should not intend to place their signature at the bottom of the agreement and decide to spread sensitive information to those not directly involved with the work or company affairs in general. This includes friends, employees of other companies (namely competitors), and maybe even family if the position/project is confidential enough (i.e., government-subcontracted work). Break this agreement, and the company is within its power to penalize the employee accordingly. Common penalties include immediate termination, legal action, and even criminal charges should the employee have used the information for nefarious purposes.
Second, employees must, as you mentioned, understand all points listed within the agreement. This includes protocols, duration(s) until full disclosure is allowed (if applicable), penalties for disclosure, etc. Should they fail to meet those agreements, they might sign themselves into a trap, as you’ve also stated correctly.
Third, the employee needs to act in their capacity to protect the dissemination or displacement of sensitive information. While they keep the secret(s) themselves, they must uphold the nondisclosure among their fellow coworkers. This is especially crucial if the info is a trade secret; since they are not patented, they can be spread and legally utilized by competitors, leaving their employer few options to reclaim any market advantage.
Lastly, the employee should be fluent in the types of NDAs possible. From the lecture, there are: one-way disclosures, where the company or other party alone is giving/receiving info; and mutual disclosures, where both parties (company and other) share respective pieces of info with each other.
From some of my industry experience, I had to sign an NDA form in order to work for the company since I would be working on next generation implants. In my context, I had an indefinite NDA since some of the implants I worked with used proprietary formulas and fabrication methods to make certain components, and these methods pose as a competitive advantage over what is currently on market, so an indefinite NDA seems necessary. However if an indefinite NDA were to limit or restrict future work, innovation, and overall contribution, then it's probably best to reconsider signing. Some other details to look out for in an NDA is to ensure that agreements are mutual when appropriate and both parties are protected. And a final preventative measure to take would be to ensure that the company is trustworthy and has a good reputation.
