NDA Drafting and Review
Intellectual Property and Technology | Trade SecretsWe draft and negotiate non-disclosure agreements protecting confidential information in employment relationships, business transactions, and commercial partnerships.
Overview
Protecting Confidential Information Through Effective Agreements
Non-disclosure agreements are foundational to trade secret protection. Our NDA Drafting and Review practice creates agreements that establish clear confidentiality obligations while enabling necessary information sharing for business purposes.
Agreement Types
Different situations require different NDA approaches. One-way NDAs protect the discloser's information. Mutual NDAs protect both parties in bilateral exchanges. We tailor agreement structure to the relationship and information flows involved.
Definition of Confidential Information
What's protected must be clearly defined. We draft definitions that are broad enough to cover valuable information but specific enough to be enforceable. We address information in all forms—written, oral, electronic, and visual. We establish marking requirements where appropriate.
Permitted Uses and Recipients
NDAs must allow legitimate use while preventing misuse. We specify permitted purposes and authorized recipients. We address use by employees, contractors, and advisors. We balance protection with business practicality.
Exclusions
Certain information is appropriately excluded from confidentiality obligations. Standard exclusions cover publicly available information, independently developed information, and information received from third parties without restriction. We ensure exclusions are appropriately defined.
Term and Survival
Agreement duration affects enforceability and burden. We address the confidentiality period and how long obligations survive after the relationship ends. We consider practical timeframes for different types of information.
Remedies and Enforcement
Effective NDAs establish remedies for breach. We include injunctive relief provisions recognizing that monetary damages may be inadequate. We address jurisdiction, governing law, and attorney fee provisions supporting enforcement.
Our Services
trade_secrets
Federal registration and validity opinions
intellectual_property_and_technology
Federal registration and validity opinions
information_technology
Federal registration and validity opinions
Licensing & Transactions
Negotiate and draft license agreements
DMCA Services
Takedown notices and counter-notices
Enforcement
Cease and desist through litigation
Fair Use Analysis
Evaluate fair use defenses and risks
Music & Entertainment
Industry-specific copyright matters
Frequently Asked Questions
Before disclosing valuable confidential information to anyone outside your organization—potential business partners, investors, contractors, or others.
Definition of confidential information, permitted uses and recipients, obligations of the recipient, exclusions, term, return/destruction obligations, and remedies.
This depends on information type. Trade secrets may warrant perpetual protection; other information may have 3-5 year terms. Consider how long information remains valuable.
Not necessarily. Use one-way when only you're disclosing. Mutual NDAs work for bilateral exchanges but may be unnecessary when the other party has nothing confidential to share.
Templates provide starting points but should be reviewed for each situation. Important deals or unusual circumstances warrant customization.
Reasonable scope, clear definitions, consideration, and compliance with applicable state law. Overly broad agreements may be unenforceable.
Fair use is a defense that permits limited use of copyrighted material without permission. Courts consider four factors: the purpose and character of use (commercial vs. educational, transformative vs. copying), the nature of the copyrighted work, the amount used, and the effect on the market. Fair use is highly fact-specific.
For works created today by individual authors, copyright lasts for the life of the author plus 70 years. Works made for hire and anonymous/pseudonymous works are protected for 95 years from publication or 120 years from creation, whichever is shorter. Older works may have different terms.
Yes, software code is protected by copyright as a literary work. Both source code and object code can be registered. However, copyright protects the expression of ideas, not the underlying functionality—patent protection may be more appropriate for novel methods and processes implemented in software.
Our virtual legal services offer streamlined, cost-effective solutions for common copyright needs. Services like copyright registration, assignment agreements, and DMCA takedowns are available online with fixed, transparent pricing. You get the quality of a top IP firm with the convenience of digital delivery.
Related Matters
Represented streaming platform in landmark DMCA safe harbor case. Successfully defended client's safe harbor status while obtaining injunctive relief against repeat infringers, resulting in dismissal of $500M damages claim.
Prosecuted copyright infringement claims on behalf of professional photographers whose work was used without authorization. Secured significant damages award and implementation of improved licensing procedures.
Enforced copyright and trade dress rights in mobile game against clone applications. Obtained preliminary injunction and permanent removal of infringing apps from major app stores worldwide.
Cutting-edge case addressing use of copyrighted music in AI training datasets. Negotiated comprehensive licensing framework that allows continued AI development while protecting rightsholders' interests.
Prosecuted claims against former executive who copied proprietary source code to competitor. Established ownership under work-for-hire doctrine and obtained injunction plus damages for willful infringement.
Represented academic publisher in enforcement action against site hosting pirated textbooks. Implemented systematic takedown program and pursued contributory infringement claims against operators.
Get in Touch
Connect with our copyright team to discuss your matter
Practice Contacts
Michael Roberts
Sarah Kim
