Confidentiality And Disclosure Agreements

Confidentiality and Disclosure Agreements are intended to protect the disclosure of confidential information beyond the intended disclosure.  A typical Confidentiality and Disclosure Agreement would include the general identification of the subject matter to be disclosed, the purpose of the disclosure, and the limitations that the recipient agrees to abide by in order to receive the disclosure, such as an agreement to maintain its confidentiality as to third parties, prevent its further disclosure, promise not to use the disclosed confidential information for its own benefit or the benefit of others, and to destroy or return the confidential information once the agreement has ended.  A critical component to the value of a Confidentiality and Disclosure Agreement is that the agreement be presented and agreed to BEFORE the confidential information is disclosed.  Failure to follow this simple rule can result in the disclosure being a general, not confidential, disclosure, and the recipient could be free to use, disclose or otherwise benefit from the confidential information without any liability to the disclosing party.