Nondisclosure Agreements for Your Website

In the course of building a website, your web pros need access to a lot of information. Your writer has to understand the business pretty fully to do a good job, your SEO professional needs to see sensitive data in order to determine the best strategy for you, and your designers may need to take photos.

How can you make sure that your information doesn’t go any further? You need a Non-Disclosure Agreement, or NDA.

Here are typical elements of  a standard NDA:

• Definitions of the things that will be confidential, and the things that will not.  These can include lists of items, such as “All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company” or “Confidential Information shall include all data, materials,products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner.” They can also include exceptions, such as information which “is publicly available at the time of its disclosure to the Receiving Party; or becomes publicly available following disclosure; or was lawfully in the possession of the Receiving Party prior to disclosure under this letter.”
• Statement of the circumstances requiring the NDA. “The parties are aware that in the course of forthcoming negotiations it will be necessary for the Disclosing Party to disclose Confidential Information to the Receiving Party.  It is therefore important for the Disclosing Party that disclosure of the said vital information does not damage its business or reputation in any way” or “Owner proposes to disclose certain of its confidential and proprietary information to Recipient.”
• Statement of the expectations of the NDA. For example, “Recipient shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know” or “Receiving Party shall not use the Confidential Information in any way for himself or any other person, except in a way that is authorised by this agreement or by the proper authority of the Disclosing Party.” If you have specific preferences, those should also be included, as for example, “The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission” or “Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner.”
• The length of time the agreement covers. For example, “The obligations of Recipient herein shall be effective five years from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement” or “either during the term of this Agreement or at any time thereafter.” 
• The value of the information. This can be specific, as in, “the Receiving Party agrees that for the purposes of any claim which might be made by the Disclosing Party against him, the value of Intellectual property now under discussion is £500,000 and the capitalized value of future profits for the next five-year period is not less than £1,000,000.”  It can also be more general, such as “the services to be rendered by the Contractor under this Agreement are of a special and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Contractor of any of the provisions of this Agreement will cause the Company irreparable injury and damage.”
• The laws to be used in settling any disputes. “This Contract shall be interpreted according to the Laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts,” for example, or “This Agreement shall be governed and construed in accordance with the laws of the United States and the State of New York and Recipient consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement.”

If you include all these parts, you’ll be set. If you use legal software or a ready-made NDA, check all these items to make sure that they relate to your particular circumstances. If you have concerns over the situation, have a lawyer look over the NDA before you send it.