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The Empuls Glossary

Glossary of Human Resources Management and Employee Benefit Terms

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The Non-Disclosure Agreement, commonly known as an NDA, serves as a legally binding contract between parties to protect confidential information shared during a business relationship or transaction. It ensures that sensitive information remains confidential and is not disclosed to third parties without authorization.

What is a non-disclosure agreement?

A non-disclosure agreement (NDA) is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties.

What is the purpose of a non-disclosure agreement?

The purpose of a non-disclosure agreement is to protect sensitive information, trade secrets, or proprietary information from being disclosed to unauthorized parties. It establishes a confidential relationship between the parties involved and imposes restrictions on the use and dissemination of the confidential information.

What happens if you break a non-disclosure agreement?

Breaking a non-disclosure agreement can result in legal consequences, including lawsuits for breach of contract and potential damages. The severity of the consequences depends on the terms of the agreement, the nature of the breach, and applicable laws.

What is a non-disclosure agreement form?

A non-disclosure agreement form is a template or standardized document that provides a framework for creating a non-disclosure agreement. These forms typically include blanks or fillable fields where parties can insert specific details relevant to their agreement.

What are the elements about NDA?

The elements about NDA are:

  • Confidential information: This refers to any data, knowledge, or information disclosed by the Disclosing Party to the Receiving Party that is deemed confidential and not publicly available.
  • Receiving party: The individual or entity that receives the confidential information from the Disclosing Party and agrees to abide by the terms of the NDA.
  • Disclosing party: The individual or entity that shares confidential information with the Receiving Party under the terms of the NDA.
  • Permitted disclosures: Circumstances under which the Receiving Party is allowed to disclose confidential information as specified within the agreement.
  • Parties involved: The parties involved in an NDA typically include the Disclosing Party, who reveals confidential information, and the Receiving Party, who gains access to this information.
  • Scope of the agreement: The scope of the NDA outlines what information is considered confidential and the obligations of both parties to protect and refrain from disclosing such information.
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What is confidential information?

The confidential information in NDA signify the following:

  • Types of information considered confidential: This section categorizes the types of information that are deemed confidential and subject to protection under the NDA. It may include trade secrets, proprietary information, financial data, business strategies, and any other sensitive information.
  • Exclusions from confidential information: Certain information may be excluded from the definition of confidential information, such as data that is already publicly available or becomes public through no fault of the Receiving Party.

What are the obligations of receiving party?

The obligations of receiving party are:

  • Duty to maintain confidentiality: The Receiving Party is obligated to maintain the confidentiality of the information received and take necessary precautions to prevent unauthorized disclosure.
  • Limitations on use of confidential information: The Receiving Party agrees to only use the confidential information for the purposes specified in the agreement and not for any other purposes without the prior consent of the Disclosing Party.
  • Measures to protect confidential information: The Receiving Party must implement reasonable measures to safeguard the confidential information from unauthorized access, theft, or disclosure.

What are the obligations of disclosing party?

The obligations of disclosing party are:

  • Identification of confidential information: The Disclosing Party is responsible for clearly identifying which information is considered confidential and should be protected under the terms of the NDA.
  • Warranties regarding disclosed information: The Disclosing Party warrants that the information provided is accurate, complete, and owned or licensed for disclosure, and that its disclosure does not violate any third-party rights.
  • Exceptions to confidentiality obligations: This section outlines specific circumstances under which the Receiving Party may disclose confidential information without breaching the NDA, such as legal requirements or court orders.
  • Conditions for disclosure: Even in permitted disclosure situations, the Receiving Party may be required to notify the Disclosing Party in advance or seek their consent before making any disclosures.

Are non-disclosure agreements enforceable?

Non-disclosure agreements can be enforceable if they meet certain legal requirements, such as clear and specific terms, consideration (something of value exchanged between parties), and compliance with applicable laws. However, enforceability can vary depending on factors such as jurisdiction, the language of the agreement, and the circumstances of the case.

Do nondisclosure agreements expire?

Yes, non-disclosure agreements can expire based on the terms specified within the agreement itself. Typically, NDAs include a duration or expiration date after which the obligations outlined in the agreement no longer apply.

Do non-disclosure agreements hold up in court?

Non-disclosure agreements can generally hold up in court if they are properly drafted, executed, and if the terms are reasonable and lawful. However, enforceability can depend on various factors, including jurisdiction-specific laws and the specific circumstances of the case.

Can you be forced to sign a non-disclosure agreement?

In many cases, individuals may be required to sign non-disclosure agreements as a condition of employment, participation in a business transaction, or access to certain information. However, whether someone can be "forced" to sign depends on the specific circumstances and applicable laws.

How to write a non-disclosure agreement?

Writing a non-disclosure agreement typically involves defining the parties involved, specifying the confidential information covered by the agreement, outlining the purpose of the disclosure, detailing the obligations of the parties, including provisions for duration, exceptions, remedies for breach, and other relevant terms. It's advisable to seek legal assistance to ensure the agreement meets legal requirements and adequately protects the parties' interests.

How long do non-disclosure agreements last?

The duration of non-disclosure agreements varies and depends on the terms negotiated between the parties involved. They can last for a specific period, such as a certain number of years, or they can be indefinite, lasting for as long as the confidential information remains valuable or relevant.

How to get around a non-disclosure agreement?

Getting around a non-disclosure agreement would generally involve breaching its terms, which could have legal consequences. It's advisable to seek legal counsel and explore options for renegotiating or terminating the agreement if there are valid reasons for doing so.

How do non-disclosure agreements work?

Non-disclosure agreements work by establishing a legally binding contract between parties to protect confidential information from being disclosed to unauthorized individuals or entities. They define the scope of the confidential information, the purpose of disclosure, the obligations of the parties, and the consequences of breaching the agreement.

Employee pulse surveys:

These are short surveys that can be sent frequently to check what your employees think about an issue quickly. The survey comprises fewer questions (not more than 10) to get the information quickly. These can be administered at regular intervals (monthly/weekly/quarterly).

One-on-one meetings:

Having periodic, hour-long meetings for an informal chat with every team member is an excellent way to get a true sense of what’s happening with them. Since it is a safe and private conversation, it helps you get better details about an issue.


eNPS (employee Net Promoter score) is one of the simplest yet effective ways to assess your employee's opinion of your company. It includes one intriguing question that gauges loyalty. An example of eNPS questions include: How likely are you to recommend our company to others? Employees respond to the eNPS survey on a scale of 1-10, where 10 denotes they are ‘highly likely’ to recommend the company and 1 signifies they are ‘highly unlikely’ to recommend it.

Based on the responses, employees can be placed in three different categories:

  • Promoters
    Employees who have responded positively or agreed.
  • Detractors
    Employees who have reacted negatively or disagreed.
  • Passives
    Employees who have stayed neutral with their responses.

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