Defining NDA Boundaries: When does it go too far? [e314]

What is a Non-Disclosure Agreement, and when do I need one? In this episode, Nasir and Matt shares why you need to use Non-Disclosure Agreements, basic facts about NDA's, and discuss about the infamous Jenner-Woods story. Having the right Non-Disclosure Agreement in place not only protects you and your business, but it also makes the purpose of sharing the information clear.



Full Podcast TranscriptNASIR: Today, we are covering nondisclosure agreements.
MATT: I feel like that’s all I talk about.
NASIR: What is an NDA?
MATT: It can stretch pretty far.
NASIR: Let’s get to the meat of an NDA. Is it really confidential?
MATT: It all depends on the scenario too.
NASIR: I’m telling you this in confidence.
MATT: This one’s a little bit tricky.
This is Legally Sound Smart Business where your hosts, Nasir Pasha and Matt Staub, cover business in the news and add their awesome legal twist. Legally Sound Smart Business is a podcast brought to you by Pasha Law PC – a law firm representing your business in California, Illinois, New York, and Texas. Here are your hosts, Nasir Pasha and Matt Staub.
NASIR: All right. Welcome to our podcast! Today, we are covering nondisclosure agreements – probably the most favorite topic of all business owners. I can’t run into anyone that is in business and they don’t want to just sit down and talk about nondisclosure agreements. Don’t you agree, Matt?
MATT: Yeah, I feel like that’s all I talk about with our clients – nondisclosure agreements. But, yeah, if you’re a business owner, I mean, depending on the line of work and how long you’ve been doing business, you’ve at least encountered some – possibly hundreds.
NASIR: Yeah, literally.
MATT: Yeah, I can’t even keep track of how many you and I have probably reviewed, but it’s at least a few hundred at a minimum.
NASIR: Yeah, at minimum. Nondisclosure agreements are also known as NDAs. They’re sometimes called confidentiality agreements. Sometimes NDAs include the word “agreement” in there, but sometimes contracts have confidentiality provisions that are somewhat applicable, but this is kind of a very narrowed topic, so we are going to make it a little interesting because we’re going to talk about these extremes where NDAs go way too far. You know, especially in the media, we’ve heard this quite a bit, I think, especially in the last few years, and we’re going to talk about everything and how NDAs were being used in The White House to how celebrities use it and different aspects like that.
MATT: Right. Like I was saying before, we’ve seen so many different iterations and there’s always going to be some standard terms you’ll find in any NDA but, like you said, we’ve definitely also seen instances of it going too far, and that’s going to be the focus here – those experiences that we’ve had when we’ve seen language in there that makes us kind of think twice. Obviously, we have to notify our client at that point. I think this is a little bit of an overreach.
NASIR: Absolutely. Let’s start. What is an NDA? Well, Matt, let me ask you that question. What’s your definition of an NDA?
MATT: Sure. Let me see how I would answer that. Like you said, it’s a nondisclosure agreement. Basically, it’s typically two parties can be more disclosing information. It could be unilateral, or it could be mutual, but basically you have at least one party – maybe two – disclosing information to the other party and they’re prevented from sharing that information with any third party that’s not part of the agreement. How did I do?
NASIR: You did great. That’s probably what I would have said. As you were talking, I started to think about different components of what we were going to cover today, but let’s talk a little bit about when to use an NDA or when this is applicable. I think the most common thing in business is that the first thing you do when you’re about to enter into a potential transaction, you want to disclose certain sensitive confidential information that is not ava...