An NDA is the foundation of most trade secret protection, and a sloppy one is worse than none because it gives false comfort. We draft and negotiate confidentiality agreements that set clear obligations while still letting you share what you need to share. Whether you are hiring, evaluating a deal, or bringing on a partner, we tailor the agreement to the actual relationship and the way information moves between the parties.
One-Way or Mutual
The right structure depends on who is exposing what. A one-way NDA protects the disclosing side when only you are handing over sensitive information. A mutual NDA fits a real two-way exchange, like a partnership discussion or a potential acquisition where both parties open the books. We match the form to the flow of information so you are not over-committing or leaving your side unprotected.
Defining What Is Covered
The definition of confidential information decides whether the agreement protects anything at all. We draft it broad enough to capture your real value but specific enough to enforce, covering information in every form: written, oral, electronic, and visual. Where a marking requirement makes sense we build it in, and where it would trap you we leave it out, so disclosures do not slip through a technicality.
Permitted Use and Exclusions
A workable NDA tells the recipient what they may do, not just what they may not. We spell out permitted purposes and authorized recipients, including employees, contractors, and advisors who need to see the material. We also draft standard carve-outs for information that is already public, independently developed, or received from a third party without restriction, so the obligations are fair and a court will hold them.
Term, Remedies, and Teeth
An NDA needs an end date and consequences. We set a confidentiality period and survival terms that fit the information, since secrets with a short shelf life and lasting trade secrets call for different timelines. Because money damages rarely undo a leak, we build in injunctive relief and address governing law, venue, and attorney fee provisions, so the agreement gives you real leverage when someone breaks it.