Exceptions to an NDA
An NDA or non-disclosure agreement is standard issue in many businesses where confidentiality is important. In this video, Matthew Neco, general legal counsel for docstoc.com, discusses what is covered in an NDA.
Transcribed article based on the video above.
Every well-drafted NDA or non-disclosure agreement is going to include within it what constitutes confidential information or a trade secret. Because not everything that a disclosure discloses to a recipient should be treated as confidential information or a trade secret, simply because the discloser says it’s confidential or a trade secret.
Some of the exceptions are information that is already known to the general public, something that is part of the public domain, information that has been disclosed by a third party to the recipient without the recipient having either asked for that information or their having been an obligation on the third party to maintain the confidentiality of that information, as well as information that the recipient develops on his or her own and can prove that the recipient developed that without needing to resort to or using any of the information that was given to the recipient from the discloser.
So a well-drafted NDA or non-disclosure agreement is always going to include some exceptions on what constitutes confidential information.
Matthew Neco is General Counsel at Docstoc. You can read more of his posts here on Docstoc at the DocstocTV profile page.