There will be a time in your career at some stage that an employer may ask you to sign a nondisclosure agreement. This is an agreement that enables the business to keep all of the trade secrets completely protected. When you break the terms of an NDA, you’re going to have to deal with the consequences later, and that can be a drain on your wallet when the consequences are financial. You might know about an NDA in the process of applying for a job but there are some cases where you wouldn't know about it until you’re asked to sign one in the interview.
Understanding what you should consider before you sign a non-disclosure agreement is important. It’s a legal document and without understanding what you’re signing, you might end up in trouble that you didn't think about getting into. An NDA is written to establish a confidential relationship between you and the employer, and it prohibits you from discussing anything on it at all! There are some industries that require an NDA from their staff, including the medical world. The EMR Audit Trails are followed when there is a lawsuit and these can be complex cases when an NDA is concerned. Before you sign an NDA, however, there are things that you should know before you get started. So, with this in mind, here are seven things to think about before you go ahead and put pen to paper.
Language. You do not have to sign anything until you have had a legal eye cast over it. Some NDAs are written too broadly and vaguely to understand, and that means you need a second set of eyes over it to make sure that you know exactly what you’re signing. Always be skeptical of vague language that you don't understand and don't be afraid to say that you don't understand it, either. You need to know what the NDA says, and that means that you need a legal ear to listen to you!
Know what the scope is. What is the document asking you to keep confidential? Not only do you need to know the scope of the document, you need to know how long it asks you to keep the information confidential for. Some NDAs are watertight and can last for a very long time. You have to know what’s being asked of you and how long you need to keep company secrets for, too!
Consequences. Every NDA is written with consequences in mind. ‘Keep this information confidential or...’ is pretty much the gist of every NDA. It should list out the consequences of breaching the terms and you should ensure that the NDA isn't heavily leaning toward the employer and not you either. Make sure that you don't sign anything that leaves you responsible if a third party breaches it, either.
Timing your signature. Before you sign anything, you need to make sure that you have adequate time to gain legal help. You have to understand a document before you sign it and you need to ask how long you have to sign it before you go ahead and rush it.
The term ‘liquidated damages’. If you see this, do not sign the NDA. This means that you would have to pay your employer a stipend if you break it. It means that you would pay this even if you aren't the cause of the leak of information. These are controversial terms and you need legal advice ASAP.
You are allowed to negotiate. Just because a document is in front of you, it doesn't mean that you have to sign it right now - or ever - if you don't agree with the terms. You can wait and you can negotiate a better deal. For example, you can ensure that if a third party is the cause of a breach you are not held responsible. You can negotiate the terms of the agreement before you sign it and you are free to ask for clarifications on any points. If you have any worries, it’s now that you need to talk about them, too!
Trust your gut. If something feels off, then you need to back away. Always, always have someone check over the contract and NDA before you sign it and make sure that you are not open to future litigation in any way. You will end up with legal headaches later if you aren't careful.
An NDA should not be underhanded or unclear, so gain clarity before you sign.