NDA usually excludes the information that is publicly available or information that was already made available to the recipient prior to its disclosure. It also excludes information which was obtained by a third party which may or may not be under another confidentiality obligation. It is very important to narrow the scope of information to different exceptions so that it is as broadly covered as possible.

When you go to work for a company that requires you to sign an NDA, or you are a company looking to hire employees under a nondisclosure agreement, you will generally see at least five basic elements in the nondisclosure agreement. These are:

1. The definition of "confidential information" that the NDA deals with;
2. Any exclusions from the confidential information;
3. The obligations and duties of the party receiving the confidential information;
4. The time periods for which the NDA will be valid and enforceable; and
5. Any miscellaneous provisions.

Source: A Nondisclosure Agreement - FindLaw. (2017)

An NDA is a way of allowing you to tell some things, but not the whole story. It is analogous to if you told someone a family recipe for cookies. "A little flour, sugar, vanilla extract, a special blend, and baking". You tell them some things (that are public knowledge) and something that says you do something different. However, you do not tell them what that different something is, you leave it a mystery. An NDA outlines what is enough info to get people interested in the company's product without risking the company IP. As an employer, I would use an NDA to describe what a presentation about the product would entail. Just enough to capture attention. Where would you draw the line between interesting information and too risky?

When I think of an NDA, I always think of the Krabby Patty formula. Mr. Krabs kept what he wanted to himself inside a bottle in his safe. Everything else that was common, he didn't care about. The same goes for a company and an NDA. The NDA will have specific things that they either have not patented yet, can't stop other people from using (like a recipe) etc. You don't want to go overboard with an NDA, however. The person that gets the preview of a product you are creating will build "hype" for you. You need them to be able to talk about some aspects of the product, but not enough that another company can replicate the product (and possibly begin selling it before or shortly after you do)

Non-Disclosure agreement is a legal contract between at least two parties that outlines confidential material, information that wish to share with one another for certain purposes but jot the third party. It is also create confidential relationship between the parties to protect any type of confidential and proprietary information. It protects nonpublic business information. The agreement lets a company to give someone permission to use certain company information.

First, I make sure we spell out what is to be held confidential; we must agree to how long this information will be held confidential. We must also agree to the consequences of violating the terms of the agreement. The must be a witness to see us both sign the NDA document. The witness will also sign to the form in the appropriate place as witness to our need to not disclose the agreed to information. We must spell out how violations must be enforced.

I've had a couple experiences with an NDA. During my undergraduate career, I worked at a start-up that required me to sign an NDA so that I am not legally allowed to disclose information on the technology I was working on. And I've been to several interviews where the first thing I had to do was sign an NDA. One was for a company that did contract work for the military, one was for a start-up foot and ankle implant company and one was for a spinal implant company. All of these had one major thing in common, that I'm not allowed to disclose anything I saw/heard during my time there in regards to trade secrets. At the end of the day, you don't want an employee to take confidential internal information and make it public. As such, this should be the main consideration when development of the NDA. Management should also consider what would specify as a trade secret or as confidential information, and consider what the 2nd party will be exposed to.

This is an interesting dilemma you brought up. I think you should divulge as much information as possible under the protection of the Non-Disclosure Agreement since it will be very difficult for the Consultant to help you if you don't. In order to solve your problems, they need to be able to have access to a large array of documents and information. The less they know, the longer it will take to get any relevant feedback to improve your company. It is in your best interest in regards to time, money, and quality to work with the Consultant as an ally and not someone trying to steal all your secrets.

The amount of information included in an NDA can vary from project to project. It also largely depends on why the information needs to be shared. In academia, an NDA can allow researchers to present their findings before getting approvals for grants to continue research. In this case, all information would have to be given. For company presentations this may not always be the case, as mentioned above.

One commonly used tool is the non-disclosure agreement (NDA), also known as a confidential or trade secret agreement. An NDA is a legally binding contract that requires parties to keep confidentiality for a defined period of time. It's up to the parties to decide what would be considered confidential and what is not. Some of the key elements required in NDA are: Identification of the parties, Definition of what is deemed to be confidential, The scope of the confidentiality obligation by the receiving party, The exclusions from confidential treatment, The term of the agreement.

A non Disclosure Agreement is a written document establishing a legally -binding confidential relationship between parties, providing what information the parties consider confidential, and the prohibition of the other party from revealing it to others. There are some points should be consider before signing : look for broad and vague language , Publicly available information, information received by a 3rd party source, Understand the documents scope, liquidated damages, You can negotiate, Be wary of unusually extreme or unfair punishments for breaching the NDA.

An NDA protects non-public information. The factors to consider while executing a Non-Disclosure Agreement may vary from a project-to-project. The main factors being 'What information is considered confidential' here the definition of confidential information should describe the type of information covered by the agreement, it creates a confidential relationship between the parties to protect any type of confidential and proprietary information or a trade secret.  The second is 'How long is the information to be kept confidential', this is self explanatory and mentions how long the contract lasts. In some contracts it is necessary to keep all the information confidential even after the  contract has ended. Thirdly, 'What are the consequences of the breaching the contract', the damages incurred by a breach of the agreement could not be adequately remedied by an action at law and, specifically, grant the right to seek an equitable remedy.     

Apart from this when signing an NDA as a contractor t is important to some things such as can you list the company or the project on your professional profile or resume.                                                                                                                                                                                                                                                                                                                                                                                

There are several factors that need to taken into account when forming a Non-Disclosure Agreement. This agreement is meant to protect company information such as, trade secrets, client information, the manufacturing process, and sales and marketing plans. In general, NDA factors include definitions of confidential information, the parties involved, the obligations of those parties, method of agreement(verbal, written), and duration of agreement. Factors can vary depending on the type of company that forms the NDA. For example, a medical device company with a novel unpatented device may a lengthier and more thorough NDA than one with a patented device. For an unpatented device, all details related to the creation and development of the device should be outlined and classified as confidential under the NDA to prevent replication without permission.

My company recently acquired a contract which would increase our business by 35%. My department was reallocated to help build the infrastructure for the company to successfully operate this new business venture, and it all began by signing an NDA. I was surprised to learn that much of the information regarding this contract was publicly disclosed, so I was actually allowed to discuss many details of the contract freely. It’s important to clarify exactly what information is bound by the NDA so you can fully understand what you can and can not talk about.