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NDAs are inherently structured to inadvertently disclose trade secrets

Must read if you are into NDAs. Usually overlooked by boilerplate lawyers: "catch-all" NDAs are inherently structured to inadvertently disclose trade secrets.

from the article:
"The problem is that NDAs can be inherently structured to inadvertently disclose the trade secret.  I can hear a collective “Huh?” from my readership now, but you read that correctly.  Although NDAs are designed to place parameters around what is disclosed and how it is to be handled and used, issues initially stem from when the information can be disclosed without breach of the NDA as well as when the obligation should terminate.  Most NDAs cover a specific purpose for the disclosure, and once the purpose is fulfilled, there is usually a period of time for the confidentiality obligations to be maintained after termination.  Once that nondisclosure period ends, all bets are off if the “catch-all” language above is used to include trade secrets.

Rather than look at NDAs with a routine eye, here are some considerations to help avoid trade secret catastrophe:

Definitions in NDAs Matter When It Comes to Trade Secrets.  As you can see from the foregoing, simply adding “proprietary know-how” and “trade secrets” into the definition can be a recipe for disaster.  Rather than add such language into the laundry list, it is better to separately define trade secrets within the NDA so that it can be separately referenced within the NDA.  This nested definition creates a better mechanism to address the recipient’s obligations regarding trade secrets separate and apart from “confidential information.”"