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Alberta Law Primer: What is an NDA?

A large part of our practice at Floden Ward LLP involves business law. A common document that we are asked about in the course of our practice is a non-disclosure agreement ("NDA"), also known as a confidentiality agreement.

These are agreements which are often used in the context of mergers and acquisitions, although they can also be used when parties are thinking of working together but one party has proprietary information they need to protect.

An NDA usually sets out the type of information that is being disclosed, how that information is to be used and stored, and what happens to the data at the end of the transaction or matter being contemplated. Care must be taken to ensure the definition of confidential information is not too broad.

More sophisticated parties will ask for audit rights to verify information is properly used or disposed of. The agreement will set out consequences if the NDA is not followed. Also important is the law of the contract, and the law of dispute resolution, as well as the term of the agreement. We have seen parties try to put non-competition or non solicitation provisions into NDA's which might be needed in certain instances.

The above is a general outline of NDA's- it is highly advisable to speak with a commercial lawyer if you wish to review or draft an NDA.

If you require assistance with an NDA please contact us:

The information contained in this article is not legal advice. No solicitor client relationship is formed through this article. The reader is encouraged to retain counsel for advice in these matters.

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