Certain categories of information, whether commercial or personal, can be incredibly valuable. In particular, a business idea that has the potential to revolutionise the market can constitute important and commercially sensitive information that should form the subject matter of a non-disclosure agreement if there is concern as to its security.
In both a business and a personal context, NDAs are useful in helping organisations and individuals protect their interests and sensitive information, intellectual property and trade secrets. It is important to protect such information for many reasons, but primarily because the protection of this information prevents the disclosure of valuable commercial know-how to competitors and minimises the risk of business or personal losses.
This article presents a brief overview of NDAs and why anyone in the process of hiring a personal assistant should have an NDA in place before hiring a candidate.
What is an NDA?
A non-disclosure agreement (NDA), also known as a confidentiality agreement, is a legal agreement, typically between two parties, that prevents one, both or all of the parties involved from disclosing confidential information to third parties and from using the information for an unauthorised purpose. For executive higher-ups with personal assistants, it is important to have an NDA in place.
The obligations in a non-disclosure agreement are usually imposed for a defined period of time, apply only to clearly defined information and cease to have effect in certain circumstances - for example, where the information protected under the NDA is made public.
An NDA is effective because it is legally binding and is an enforceable legal contract. A breach of its terms will mean that the innocent party can pursue legal remedies, including claims for damages.
NDAs can be mutual, unilateral or multilateral. A mutual NDA is used where each party is disclosing confidential information. A unilateral NDA is used when only one party is disclosing information. An NDA between an employer and a personal assistant will be unilateral, as only the employer will be disclosing confidential information.
NDAs can be used in many different business contexts. For example, businesses often enter into mutual NDAs with potential partners in order to protect sensitive commercial information that may be disclosed by each party to the other throughout the partnership.
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Why is it important to have an NDA in place if you engage a personal assistant?
Employers and professional higher-ups often engage personal assistants to whom to delegate administrative and secretarial tasks. This frees the employer up to focus on work they deem more important and more deserving of their full attention.
Personal assistants carry out varied tasks, including preparing employers for meetings, taking phone calls on their employer's behalf and organising events, projects and travel arrangements. A common task is to manage the employer's agenda on a daily basis.
Employers engaging personal assistants usually have to divulge personal or sensitive information to the assistant in order to enable the assistant to perform their role as fully as possible.
This might include information about a sensitive project the employer is developing. The personal assistant may also have access to the employer's daily agenda, which may include confidential information.
In order to protect this information, many employers request that prospective assistants sign an NDA before they begin work.
Even where the employer does not initially envisage that the personal assistant will have access to sensitive information relating to the employer's work or personal life, the relationship between an employer and a personal assistant is inevitably more intimate than a standard employment relationship. A personal assistant organically becomes an important person in their boss's life and it is standard for personal assistants to learn this sensitive information organically throughout the course of their employment. Without an NDA in place, there is no guarantee that the assistant will not divulge this information to a third party.
It is important to set boundaries and expectations so that both parties are aware of what is expected of them and of the expectation that certain information is to be kept private. A simple way to do this is to use an NDA.
Important considerations and key terms
While each organisation's NDAs will be unique (depending on the exact nature of the information to be protected and the authorised uses of that information), the format of NDAs is generally standardised and imposes obligations on the recipient party - not to discuss the subject matter of the NDA with third parties and not to use the information in an unauthorised manner.
Most NDAs will typically centre on the following:
- Which parties are bound by the agreement?
- The definition of "confidential information" i.e. exactly what information is to be kept confidential?
- The consequences of a breach
The disclosing party must be clear about the exact purpose for which the recipient party can use the information, and must ensure that the confidential information to be protected is set out as specifically as possible in the NDA.
The bottom line
Keeping confidential information safe by using an NDA often means that work can be done in a way that does not compromise the security of sensitive information. It also prevents any losses that may follow the disclosure of sensitive commercial or personal information.
How do I make an NDA?
An NDA can be created on a contracting platform like Legislate by answering a few simple questions and choosing the key terms of your agreement. The NDA can be signed and sent to the other party to sign on Legislate as well. Unlike getting templates online, Legislate guarantees NDAs which are up-to-date with the law, lawyer-reviewed and simple to understand. You can read our tutorial on NDAs.
If you want to learn more about NDAs download our free contract handbook for more information.