Introduction

NDAs are everywhere and they have been around forever.  They stepped for the first time into the national spotlight with the advent of the “#Me Too” movement.  Revelations in litigations involving film mogul Harvey Weinstein and other alleged miscreants brought to light airtight NDAs included in sexual-harassment settlement agreements.  Advocates of full disclosure argue that such non-disclosure provisos in assault and harassment settlements offend public policy by leaving offenders free to continue their patterns of bad behavior.  Some state legislatures have moved to make NDAs unenforceable in this context.  Nonetheless, available data  reveals that a third of the U.S. workforce is bound by NDAs… and the breadth of these provisos also has expanded.  

Meanwhile, “garden variety” non-disclosure agreements can be found in every industry.  They may be freestanding contracts prefatory to the commencement of confidential negotiations.  They can be found in contracts of employment and intellectual-property licensing agreements.  They may cover information exchanges in joint ventures.  Quite literally, they really are everywhere… woven into the fabric of research & development, employment and independent contracting, licensing and sales… even impacting real estate deals and construction contracts.

One of the most interesting (and perhaps frightening) aspects of the NDA is that it can be like “The Walking Dead.”  Negotiations may collapse.  The employment relationship may end.  The contract may be completed.  The research report may be delivered.  The NDA very likely will live on, so long as the information conveyed is kept confidential and considered a valued asset by the party to whom the NDA protections run.

Join Dr. Jim Castagnera, Esq., as he walks us through the minefield of the non-disclosure agreement and related “boilerplate” provisions.

Areas Covered In The Webinar

• The essential aspects of an NDA: identity of the parties; bilateral or unilateral; duration; categories of confidential information; remedies for a violation
• Types of NDAs: freestanding; boilerplate in a more comprehensive contract or contractual relationship; in the corporate policy manual or employee handbook
• Exclusions from the NDAs coverage, by express language or by operation of the law
• Limitations on the use of the confidential information by the recipient and steps required to protect it from disclosure
• International aspects of NDAs, including their enforceability in major trading nations such as Australia, China and India
• Common contractual companions of NDAs: non-competes, no-solicitation provisos, and no-poaching agreements
• Legal remedies and the impact of arbitration clauses 
• AND MUCH MORE! 

Who Will Benefit

• Senior and middle management
• Directors of R&D
• Contract administrators
• In-house legal counsel
• Compliance professionals
• Human resource professionals