Non-Disclosure Agreements
NDAs are used when parties wish to share proprietary and confidential information in furtherance of a certain stated purpose. Perhaps a Customers wants to share information on their operations and the vendor wishes to share non-public information on their product or service so that they might determine if the vendors product or service is well suited for a customer's intended use. The NDA should specify the standard of care that the recipient will use to protect the confidential information disclosed. An NDA typically states the purpose for which the information may be used; a term for disclosures under the NDA and a term for which the confidentiality duty will survive the expiration of the term of the NDA. An NDA may designate what information is eligible to be disclosed; it may specify certain exceptions to the Confidential Information (like information the receiving party already knew); it may restrict who is eligible to use the confidential information; NDA may impose certain duties to return the data at the end of the NDA term; and often they specify injunctive relief to help protect the trade secret status of the information disclosed in the event of a breach.
You should be aware that recently many NDAs have often started to include a variety of sensitive terms not previously featured in NDAs, those terms may address things like IP ownership; Personal Identifiable Information (PII) breach remedies; Personal Credit Information (PCI) breach remedies; and Indemnification obligations.