Would You Sign That NDA? Understanding Non-Disclosure Agreements and Legal Ethics

Would You Sign That NDA? Understanding Non-Disclosure Agreements and Legal Ethics

In today’s world, information is both valuable and powerful. This is why Non-Disclosure Agreements (“NDAs”) are now commonly used to protect sensitive information. These agreements are often seen in business deals and in discussions about intellectual property, but never between lawyers or patent attorneys and their clients. There is a reason why lawyers and patent attorneys do not sign NDAs: when NDAs and the ethical duties of lawyers meet, it creates a complex situation that needs careful handling.

The Tough Conflict Between Keeping Secrets and Professional Duties

Members of the legal profession have a core duty to keep their clients’ information private. This duty is vital for the trust and integrity in the lawyer-client relationship. But, what happens when this duty conflicts with a lawyer’s ethical and professional responsibilities? This article explores three situations that show the difficult choices lawyers have to make. They need to balance keeping information secret under NDAs with their ethical duties.

1. Sharing Information with Investigating Authorities

Occasionally, authorities might approach lawyers for information about a client that seems minor. This information might be needed to confirm other details, but it is protected by a Non-Disclosure Agreement (NDA). In some places, it is even against the law for a lawyer to tell their client that the authorities are investigating them. The lawyer faces a tough choice: violate the NDA to fulfill their legal obligations or keep the information secret and potentially break the law.

2. Sharing Information in Court

Think about a case where a lawyer needs to share important information in court, but an NDA covers this information. The lawyer has to decide whether to break the NDA to do their duty to the court or keep the information secret, which might hinder justice or break their professional duties.

3. Reporting Wrongdoing

Imagine a lawyer finds out their client is doing something illegal or unethical, but an NDA protects this information. The lawyer’s duty to report such actions conflicts with the NDA’s requirements to keep information secret. This puts lawyers in a tough position of choosing between following the law and keeping to their agreement of secrecy.

Ethical Choices and Keeping Professional Integrity

The above situations show the difficult ethical and legal decisions lawyers face today. They highlight the need for lawyers to have a deep understanding of the law and a strong ethical sense. Moving forward, careful decision-making is required to respect the legal profession while dealing with NDAs.

Also, these challenges show how important it is for lawyers to talk clearly with their clients about NDAs. Lawyers should explain that legal ethics and duties can sometimes override NDAs. This can help avoid conflicts and keep the lawyer’s professional integrity.


As the legal field changes with new business practices and technology, issues with NDAs and ethics will become more important. Members of the legal profession must lead with integrity and ensure their skills in navigating these ethical challenges are as strong as their legal knowledge. This ensures they protect their clients’ interests and the core values of justice and professional duty.

In short words: navigating NDAs involves more than knowing the law.


Martin “NDA” Schweiger

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