Our Confidentiality Agreements and NDA Service
Why You Need an NDA
Your confidential information is a crucial asset that, if mishandled, could harm your business. However, when you must share it with third parties, implementing suitable protections is crucial to mitigate significant risks.
At Myerson Solicitors, we specialise in crafting legally enforceable NDAs and Confidentiality Agreements tailored to your business needs. Our agreements offer robust protection by clearly defining confidential information, outlining specific purposes for its use, and detailing penalties for breaches.
Here are common scenarios where disclosure may be necessary, each presenting unique challenges:
- Guard against your product concept being copied by investors. Sharing sensitive business details when seeking funding for a new product or service could lead to unauthorised use or theft of your ideas. Myerson’s legal experts can draft robust non-disclosure agreements (NDAs) to protect your innovations during discussions.
- Avoid your innovative designs being leaked to competitors. When discussing key business aspects with suppliers or manufacturers, the absence of confidentiality agreements can expose your intellectual property to misuse.
- Protect sensitive customer data from exposure through a vendor’s security lapse. Collaborating with service providers, such as IT support, without clear protections can lead to data breaches and compromised confidential information.
- Avoid revealing your company’s weaknesses during negotiations. When considering a sale, acquisition, or investment, sensitive financial or strategic information could be leaked, weakening your negotiating position. Myerson’s corporate team ensures confidentiality and strategically protects your interests during these transactions.
- Prevent internal leaks of strategic plans or customer lists. Sharing information with employees to aid their performance, without proper safeguards, risks misuse or accidental disclosure of confidential data. Myerson helps businesses establish robust employment contracts and policies to maintain confidentiality and mitigate risks.
The Need for Tailored Agreements - How We Can Help
Generic templates often fail to provide adequate protection, leaving your business vulnerable to breaches. Myerson Solicitors specializes in crafting NDAs tailored to your unique needs, ensuring robust, legally enforceable safeguards. Our experts address key considerations, including defining confidential information, setting clear usage terms, and outlining remedies for breaches.
At Myerson Solicitors, we understand the critical importance of safeguarding your confidential information.
We provide comprehensive support in creating, maintaining, and enforcing confidentiality agreements to protect your business at every stage. Here's how we can help:
Creating Tailored NDAs and Confidentiality Agreements
Our experts work closely with you to draft non-disclosure and confidentiality agreements that are specifically tailored to your business needs. We ensure that the agreement clearly defines what constitutes confidential information, sets clear purposes for its use, and includes appropriate exceptions and terms.
Maintaining Agreement Compliance
Over time, your business and its relationships may evolve. We help ensure that your confidentiality agreements remain relevant and robust by offering regular reviews and updates. We ensure that the terms of the agreement continue to reflect any changes in your business operations or legal landscape.
Enforcing the Agreement
If a breach occurs, we are ready to take swift action to protect your interests. Our team has extensive experience in enforcing NDAs and confidentiality agreements, including pursuing legal remedies, such as penalties, damages, or injunctions, to hold parties accountable and safeguard your proprietary information.
With Myerson Solicitors, you can trust that your confidential information is protected through meticulously crafted, enforceable agreements that are built to last and adapted to the unique needs of your business.
Confidentiality Agreements and NDAs FAQs
Are confidentiality agreements legal?
Yes, confidentiality agreements (also known as non-disclosure agreements) are legal. They are enforceable contracts that legally bind one or more parties to keep certain information confidential. These agreements are commonly used to protect sensitive information, such as trade secrets, business plans, or proprietary data, from being disclosed to third parties.
How do you make a confidentiality agreement legally binding?
To make any agreement legally binding, it must satisfy the key elements of contract formation – these are offer and acceptance, consideration, an intention to create legal relations, and certainty of terms.
Offer and acceptance can be formal or informal and may be expressed through words or conduct. Consideration is what each party gives or promises to give in return for the other party's promise. The parties must intend to create legal relations, and this intention should be clear in the agreement. Certainty of terms is another critical element - all material terms of the contract must be agreed upon for the agreement to be binding.
Additionally, although not strictly necessary, it is strongly recommended that a confidentiality agreement is created in the form of a written contract and is signed by all parties.
How long does a confidentiality agreement last?
The duration of confidentiality obligations depends on the terms set out in the agreement itself. Typically, confidentiality agreements are either:
- fixed duration: commonly 1 to 5 years, after which the obligation to keep the information confidential expires; or
- indefinite duration: some agreements may state that confidentiality lasts indefinitely or until the information becomes public or no longer confidential.
What happens if a confidentiality agreement is broken?
If a confidentiality agreement is broken, several legal remedies may be available.
In high value cases, the most desirable remedy may be an injunction, which aims to stop any further unauthorised disclosure or use of the information. This remedy is most effective if the breach is discovered before it occurs as once the information has entered the public domain, an injunction may be of little or no use, as there is no legal remedy that will make it confidential again.
Another potential remedy is damages for breach of contract, or a claim for an account of profits where the recipient has made use of the information. However, this may not be an adequate remedy, especially where the confidential information has potential future value rather than a current value.
What should be included in a confidentiality agreement?
In broad terms, a confidentiality agreement should include provisions that clearly define what information is considered confidential, clear restrictions on unauthorised use or disclosure, practical measures to minimise the risk of disclosure (by the recipient or employees or other representatives of the recipient), and that the information disclosed under the agreement is used for a defined purpose only.
What are the key clauses in an NDA Agreement?
The following are some of the key clauses of an NDA:
- Definition of confidential information: the agreement should clearly define what information is considered confidential (this usually includes trade secrets, business plans, technical data, financial information, client lists, and other sensitive information the disclosing party wants to protect);
- Obligations of the receiving party: the agreement should impose obligations on the receiving party to keep the information confidential, limit its use, not disclose it to unauthorized parties and take reasonable steps to protect the information from unauthorised access or disclosure;
- Duration of confidentiality: the agreement should outline how long the confidentiality obligations will last;
- Consequences of breach: the agreement should outline the penalties or legal actions that may be available if the receiving party breaches the agreement, such as seeking damages, injunctive relief, or other remedies;
- Return or destruction of information: the agreement should set out what obligations the receiving party may need to comply with upon termination of the agreement – i.e. to return or destroy any confidential information received under the agreement.
- Governing law and jurisdiction: the agreement should specify the legal jurisdiction under which the agreement will be governed and where any disputes will be resolved.
What information does an NDA cover and not cover?
The types of information which are typically covered by an NDA include:
- business and finance information: financial statements, projections, business plans, revenue, costs, profits, budgets, pricing strategies and other sensitive financial data;
- trade secrets: proprietary processes, formulas, methods, manufacturing techniques or secret recipes and research and development data.
- business strategies and plans: market research, business expansion plans, strategic initiatives, upcoming product launches or services in development, new partnerships or mergers/acquisitions in the works;
- marketing and advertising information: advertising strategies, promotional materials, campaign details and target market demographics or analysis;
- technical data: specifications, designs, or blueprints for products or technology, research findings or technical analysis related to products, services, or innovations, software codes, APIs, system architectures, or other technical documentation; and
- intellectual property: inventions, patents, trademarks, copyrights, product designs, concepts and prototypes (although NDAs usually don't grant IP rights, they protect the confidentiality of related ideas).
The types of information which are typically excluded from the definition of confidential information under an NDA are:
- public information: information which is publicly available or becomes public without any fault of the receiving party;
- prior knowledge: information that the recipient already knew before the NDA was entered into; and
- independent development: information that is independently developed by the recipient without using or relying on the confidential information shared under the NDA.
Why Work With Our Commercial Team
- We provide a partner-led service to ensure you receive the best commercial legal advice and support.
- We have a large and proactive commercial team which can meet your deadlines.
- You will receive city-quality commercial legal advice and commercial services at regional prices.
- As part of a full-service commercial law firm, our commercial solicitors work closely with our Dispute Resolution, Employment, and Commercial Property departments to provide our clients with a seamless service.
- We have been ranked as a Top Tier law firm by the Legal 500 for the last seven years and recognised as a Top 200 Law Firm in 2022.
- Our commercial solicitors are easy to deal with and understand that a common-sense approach is often required.
- We give our clients an estimate of the costs involved in undertaking any work at the outset and provide cost updates regularly.
- We understand that each matter is unique to your circumstances and that you need support from a commercial lawyer experienced in dealing with various clients and types of work.
- We are a full-service law firm operating from a one-site office, which means our teams communicate effectively and efficiently.
- Our commercial team use the latest technology to ensure that we are working as efficiently as possible and that geographical distance does not prevent us from providing excellent legal advice and client service.
Testimonials
Julie L
Richard and Olivia were great to work with from start to finish. They took time to understand our industry, and how we worked as a company. This, mixed with their professional knowledge, allowed the process to be seamless, and produce specific documents for our business. I would highly recommend the team, and I am pleased that I have built this relationship so that if any services are required going forward, I will be able to contact them knowing I will receive a high level of service.
Nick
We had an outstanding experience with Myerson Solicitors. From start to finish, the team was professional, efficient, and approachable. Our solicitor, Olivia Whittaker, was particularly remarkable - her attention to detail, clear communication, and expert guidance made the entire process smooth and worry-free. We couldn’t be happier with the outcome and highly recommend Olivia and the firm to any business seeking expert commercial legal advice.
Richard
We needed to rewrite our online terms and conditions to ensure compliance with all legal aspects. Olivia and Richard were outstanding in their advice and assistance. They guided us through every step of the process, providing valuable insight and expertise. Their professionalism and clear communication made a complex task manageable, and we couldn't be happier with the service they provided.
Andrew
I engaged Richard Meehan, Myerson Solicitors, for the drafting of a complex multi-product exclusive supply agreement. He was thorough, explained in plain English and kept me updated consistently throughout. In addition, his after service communications were excellent, ensuring that we felt supported in our negotiations. Great service, before, during and after, which is the benchmark that I have come to expect from all my dealings with Myerson Solicitors. A great team.
Adrian
Richard and the team at Myerson were excellent. They guided me through a relatively complex legal situation and weren't afraid to admit when they needed to bring in other divisors to offer the best guidance which I appreciated. It was all done efficiently and for a fair price. A great experience.
Mo
I recently worked with Richard to draft an international supply agreement, and I couldn't be happier with the service I received. He was highly knowledgeable, easy to work with, and always responded promptly to any questions I had. I felt well-supported from start to finish and would highly recommend Richard to anyone looking for a reliable and experienced solicitor for commercial contracts.
Ben
Exceptional service, Richard and his colleagues were professional and personable not like other law firms we have worked with in the past. It was clear from the outset that Myerson were very down to earth and willing to put in the work to help us achieve our goals. They were a delight to work with on our contract negotiations. I would highly recommend them.
Aceplan Player Development Ltd
I worked with Richard Meehan and Olivia Whittaker, who helped me to build a comprehensive set of legal documents for my software business. This included terms and conditions for the different user types, privacy and cookie policies, and general website terms. Their legal knowledge and what was required for my business was very impressive. It left me feeling reassured and confident in the work they prepared. All the deadlines were met and I'm really satisfied with the end product.
Torram Ltd
I couldn't recommend Myerson Solicitors highly enough. Richard and Olivia were fantastic to work with, they were extremely professional and knowledgeable and knew how to get the best out of my contract. They were very responsive and ready to answer all of my questions whenever I asked them. They are a safe pair of hands for anyone starting out in business and don't have any personal recommendations for solicitors. They're very capable and very pleasant to work with and compared to other companies, fairly priced.
Peter
Myerson deserves more than 5 stars. I am exceptionally pleased with the work done by Richard M at Myerson who worked on the Terms for my startup. Incredible depth of knowledge and amazing turnaround time. Highly recommended!
Matt
As a start-up company, we needed specific advice, work and contracts drafting on key contracts. (Customer and Supplier) along with specific website and cookie policies. Myerson's completed this work on time and to a high standard. Importantly, they advised on which areas to focus on to spend time and money - very important for a start up. Every member of the team was very capable and if they did hand over, the person handover to was always fully briefed and up to speed with our account and work. Highly recommended.
Jason
We needed a flexible VAR agreement for our AI based software offering that could be easily adapted to a wide variety of partnerships, engagement models and go-to-market strategies. The Commercial team did a great job making sense of our sometimes confused and over-complicated requirements, and simplified it down to exactly what we needed. Soon after we successfully used the agreement with a large multi-national corporation. All in all a great result and a great experience.
Joe
Very pleased with the service received in updating T&Cs and other legal documents. Excellent communication and useful discussions, getting to understand our business and its requirements.
Emad Salib
The team were highly responsive, clear in their advice, and demonstrated a strong commercial understanding of our business and the sector we operate in. They provided practical, well-structured guidance and were proactive in highlighting potential risks while offering sensible solutions. It was a pleasure working with them, and we would not hesitate to recommend Myerson.
Steve Ridd
Rich Meehan at Myerson provided clear, pragmatic and highly effective support on a range of complex commercial matters. His advice was responsive, commercially focused and instrumental in helping us manage risk while progressing key initiatives. Richard worked collaboratively with the executive team, translating legal complexity into practical guidance, and I would have no hesitation in recommending him and Myerson for trusted commercial legal support.
Meet Our Commercial Solicitors
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Contact Our Experts
You can contact our lawyers below if you have any more questions or want more information:
0161 941 4000
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