Managing Government Contracts: Non-Disclosure Agreement

3-29-2016 | by Ben Fleshman

In the digital age, businesses and economies are generating value based on computerized, digitalized information. The information, research, and secrets that organizations keep are what give competitive advantages, and also help to protect them. Sometimes however, it becomes necessary for companies to share information and secrets across company lines.

These types of information exchanges happen daily in the business world. This is especially true in government contracting, where the government wishes to know certain information but is required to honor the secrets of its citizens. If you’re doing business, whether with another company or with the government, then you need a secure way to manage your information, agreements, and contracts. This is where information guarding agreements, such as non-disclosure agreements, (NDA) and confidentiality agreements, can help your organization in its government contract procurement and management.

What is a NDA?

A non-disclosure agreement (NDA), which is sometimes known as a confidentiality agreement, serves to keep information that is not generally or commonly known, protected. It is a legal contract which creates a confidential relationship between the person who wants to know certain information (e.g. company/industry secrets, or trade information, etc.) and the holder of that information, or the entity who already possesses said information.

NDAs serve to protect sensitive information, which is often information which the sharing party wishes the receiving party, and not any third party, to know. They will specifically outline which information may and may not be shared with third parties, and the receiving party is under a strict obligation not to disclose it under any circumstances.

This information is often given to employees of the receiving party on a strictly “need to know” basis, so as to prevent information leakages. Even in these instances, employees are to understand that any breach of contract could result in a termination of their employment status.

When is an NDA used?

NDA’s are commonly used in the modern business world. They are used in situations such as attorney-client/doctor-patient confidentiality, exchange of business models, client information (such as credit cards, SSN’s, and the like), and in government contracting. Basically, any time that your company wishes to protect trade secrets, use an NDA or confidentiality agreement.

How do I Draft an NDA?

Drafting an NDA is similar to drafting any other type of contract. Use specific terms and clauses to clearly explain the expectations of the agreement. NDA’s should include these specific parts:

Definitions of Confidential Information: Specifically state which information is to be kept secret, and which information it will be permissible to share publicly. Companies disclosing information tend to cast wider nets to protect more secrets, where receiving companies attempt to reduce the breadth of information that they cannot share. This decreases the likelihood of a breach on their part, and it is wise to shoot for a middle ground. Be specific, but also cover your bases.

Obligations and Involved Parties: Explain who is and is not to be given access to the information being shared, and categorically determine what circumstances would render it necessary to share the information with an employee.

Time Periods: Determine how long the information must be kept secret, and how long the terms of the agreement will hold.

How do I Manage My NDAs?

The easiest way to manage your NDA and confidentiality agreements is with an online contract management system, such as Concord. Using such a system means that you have a secure, central repository for all of your contracts. Only those to whom you grant access can view these documents.

Those who do have full access will be able to track the terms and deadlines of every agreement. The information stored in our system will be available to you at any time and in any place, which will make it easier for you to access the information and monitor compliance.

Most contract management systems also include templates, whether generated by the company or simply saved drafts from your own previous contracts, that you can use to produce contracts more quickly. Online contract management is the simplest way to manage your NDAs and other government contracts.