Like all other commercial contracts, it is advisable that a Non-Disclosure Agreement be a balanced one, taking into consideration interests and benefits of both parties.

Preparing a balanced NDA involves careful consideration of the interests of both parties. Some key elements to ensure this are as under:

Introduction: NDA should begin with the date and the names and addresses of the parties.

Define Confidential Information meticulously. Clearly define what constitutes confidential information. This may include data, trade secrets, business strategies, etc. depending on the subject matter.

Exclusions: Specify what information is not considered confidential. Typical examples could be information already known to the receiving party, information in the public domain, or information independently developed by the receiving party.

Obligations of Receiving Party: Detail the obligations of the receiving party regarding the use, protection, and non-disclosure of the confidential information. This may include limitations on who within the receiving party's organisation can access the information.

Permitted Disclosures: Outline any circumstances whereunder the receiving party may disclose the confidential information, such as with the written consent of the disclosing party or as required by law.

Duration: How long the obligations regarding confidential information will last.

Remedies for Breach: Stipulate consequences of a breach of NDA, including potential legal remedies.

Governing Law: Specify the jurisdiction whose laws will govern the agreement and a court competent to entertain any disputes between the parties.

Miscellaneous: Include other relevant provisions, such as the entire agreement clause, severability, notices, force majeure, and amendments.

An NDA should be fair and reasonable for both parties involved. It should provide adequate safeguards / protection for both parties.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.