NDAs and You: Perfect Together

I’m about to betray that I made questionable music choices in the 1980s–but the song most relevant to this post is “Voices Carry” by the band ‘Til Tuesday. If those voices include your company’s confidential or sensitive information, your company will suffer competitive harm.  That’s why I recommend that non-US companies expanding into the US get familiar with non-disclosure agreements (NDAs), also known as confidentiality agreements. The concept of smart exporting suggests that companies control their contracts, and I’d include NDAs on the list of standard contracts Irish/NI companies should develop, control, and use consistently.  I wouldn’t use your standard Ireland/Northern Ireland form, since there are differences in the law that could cause an adverse result, but your existing Ireland/NI forms can still be helpful. It’s a small investment to develop a standard US-relevant NDA, especially as compared to the consequences if you don’t use any NDA or try to use a non-US form. You don’t want to try and argue in a US state court that certain of your information should be treated as confidential–it’s costly, and by the time you get to court, likely too late. I’ve developed a short checklist of issues to keep in mind when developing a US-style NDA: Considerations for Nondisclosure Agreements. This isn’t going to cover every possible context, but should be helpful.