Non-Disclosure Agreements Attorney in Kansas City, Missouri

Many businesses benefit from sharing confidential information with other parties, including business partners, contractors, and employees. Sharing sensitive information has become common for most businesses. But just because it is common does not mean that companies do nothing to protect valuable and sensitive business information from competitors and third parties.

The need to share confidential information with employees and other parties created the need for non-disclosure agreements, also known as NDAs in the business world. You must hire a skilled attorney to create an NDA to help draft an enforceable and valid agreement.

As an experienced business attorney at the Law Office of Julie Scott LLC, I have assisted individuals and businesses throughout Kansas City, Missouri, to draft and execute enforceable non-disclosure agreements. I help clients create NDAs tailored to specific needs and goals to protect confidential information. I assist clients also in Columbia, Springfield, and Rolla, Missouri.

What Is a Non-Disclosure Agreement?

A non-disclosure agreement – or NDA – refers to a contract signed between two or more parties that agree not to disclose shared confidential information with third parties. Employers commonly use NDAs to protect confidential information shared with employees and to protect trade secrets. A non-disclosure agreement is an enforceable contract to hold the breaching party accountable for unauthorized disclosure of confidential information.

There are several benefits of drafting a non-disclosure agreement, including but not limited to:

• Protecting any trade secrets and confidential information sharing with contractual parties

• Helping define what information is considered confidential

• Helping the parties understand the consequences of unauthorized disclosure of confidential information

• Preserving business relationships

To be considered enforceable and valid, a non-disclosure agreement needs to contain and identify the following elements:

1. The parties to the NDA

2. Confidential information

3. The extent to which the parties must keep the information confidential

4. The information that should be excluded from the NDA, if any

5. How long the NDA will be active for

Creating a non-disclosure agreement involves many legal nuances. The laws that govern NDAs are complex; however, a knowledgeable attorney can help draft these agreements.

Are Non-Disclosure Agreements Enforceable in Missouri?

Generally speaking, non-disclosure agreements are enforceable in Missouri as long as the agreements meet the requirements of a legally binding contract. There is no state law in Missouri that prohibits parties from creating non-disclosure agreements if the parties enter into the agreement voluntarily. However, an NDA can be deemed to be unenforceable if any of the following exists:

• Ambiguous language. A non-disclosure agreement must contain specific and clear language to be considered enforceable and valid. If the language of the restrictive covenant is too broad or ambiguous, courts may invalidate the NDA.

• Illegality. NDAs are not enforceable when the terms of the contract are against the law. If a party to the agreement can prove that the contract requires that party to do something illegal, the NDA will not be valid.

• Lack of consideration. Like other contracts, non-disclosure agreements are valid only if there is "consideration", meaning compensation or payment. In other words, the parties must be motivated to enter into the agreement. If there is insufficient consideration, the court may invalidate the agreement altogether.

• Unconscionable. A non-disclosure agreement is unconscionable when it contains provisions that are unjust to one of the parties.

• Disclosures made before the NDA. If confidential information is disclosed before signing a non-disclosure agreement the contract is deemed unenforceable. The contract is unenforceable because the party receiving the confidential information did not agree to confidentiality at the time information was disclosed.

How an Experienced Attorney Can Help

Each non-disclosure agreement is different depending on the needs, goals, and circumstances of the parties. For this reason, individuals and businesses considering the drafting an NDA need guidance from an experienced attorney to help create an agreement tailored to their specific needs and to ensure that the NDA is enforceable and legally binding.

A skilled attorney can help you draft an NDA that contains clear language and complies with applicable laws to make sure that the agreement is valid under the law. Many individuals and businesses who use NDA templates or create non-disclosure agreements without legal guidance end up having the agreement tossed out of court. When this happens, the party that received confidential information no longer has any obligation not to disclose the information.