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Is Your NDA Working Against Your Business?

By: Jonathan Downie    Date: June 29, 2017

Non-Disclosure Agreements: for many businesses, they are a fact of life. If you have IP to protect or confidential information to keep safe, it is likely that you have a template NDA stashed in a folder somewhere that you ask anyone working for you or with you to sign. But is your current NDA helping or hindering your business?

I am no lawyer, so I won’t even attempt to give a legal view but, having had to read and sign my fair share of those documents as an interpreter, I have seen some companies get it right and others mess up. Let’s talk about how to mess up an NDA.

No matter how amazing your business, as long as you aren’t MI5 or the NSA, you probably don’t want your NDA to insist that all translators or interpreters working with you must refer every single terminology issue back to you. If you trust them enough to ask them to work with you in the first place, it makes sense to trust them to do terminology and background research in a way that will not jeopardise the confidentiality of your sensitive information.

A more sensible approach, which is thankfully becoming more widespread, is to draw a line between commercially sensitive information (which should never be disclosed unless there is a legal imperative to do so) and general information. Someone checking with a colleague what the French for “left-handed spark plug” is unlikely to have a negative effect on your business. Someone telling your competitors how many you sold last year just might!

Similarly, event managers do need some leeway to tell their suppliers about the nature and purpose of an event. If your NDA says something like “no information which comes into the provider’s possession due to the assignment may be passed to any third parties”, you have just stopped them actually making the event work!

 It will always be vital to get a legal view on the strictness of your NDA but, at the same time, do ask your providers what levels of disclosure are reasonable and necessary for them to do their jobs. If you don’t do that, you may find them completely unable to deliver the service you are paying them for!

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