NDA Module FA23

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Non Disclosure Agreements

What is an NDA?

Non-Disclosure Agreements (NDAs), also referred to as confidentiality agreements, are typically used when parties want to maintain confidentiality in business discussions, employment, negotiations, or any relationship where they want to prevent confidential, sensitive or proprietary information from being disclosed to third parties.

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What do I need to know?

When you sign an NDA, you're agreeing to a legally binding contract. For this reason, it's important to understand what you're agreeing to. You should always read any document carefully before signing. We'll discuss how an NDA is structured and its key components.

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Governing law

Consequences of breach

Duration of the NDA

Your obligations

Definition of confidential information

Parties to the NDA

Key Components

There are different types of NDAs, but they're typically all composed of the following key components. Click on each to learn more.

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• Always carefully review the terms and conditions of an NDA before signing.
• Remember that NDAs are legally binding contracts, and failing to comply with them can harm your future business prospects.
• Consequences can include monetary damages and injunctions.

Breach of an NDA

It is essential to take NDAs seriously. Breaching an NDA can have significant consequences.

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What violates an NDA?

NDAs exist for a reason: there will frequently be situations where you may wish to talk about your experiences, whether that’s on social media, in a job interview, at networking events, or even just among friends. Even in non-public situations, your NDA still applies, so it’s important to know what violates your NDA, and what does not. The best source of information is to check your NDA. Not all NDAs are identical. As with any contract, read yours carefully. It’s the ultimate authority on what’s included and what is not.

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Let's look at some specific examples of situations where your NDA might come up.

• Avoid specificity - you typically can mention the client organization and describe the type of project you worked on in general terms (all subject to the terms of your particular NDA).
• Don’t misrepresent your work - don’t portray an academic experience as a work experience.
• Double check - If you are unsure of whether the information that you plan to share with a third party is confidential information or otherwise violates the NDA that you signed, an option is to contact the counterparty to the NDA to seek their consent for the disclosure.

What violates an NDA?

However, sometimes translating legal language to action is difficult. The following guidelines may help:

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Scenario 1 | Social Media

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Scenario 2 | Job Interview

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AI and LLMs

Media Interviews

Conferences or Presentations

Breaching an NDA

Here are a few other situations where you should be careful about breaking your NDA:

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Disclaimer: This module and the information included herein does not constitute legal advice and should not be relied upon as such.

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Your obligations will be listed within an NDA, including how you will protect and safeguard any confidential information you have access to and in what situations you may disclose confidential information to third parties.

Your obligations

An NDA typically will set out the period during which confidential information may be shared between the parties and the length of time that any shared confidential information must be maintained as confidential.

Duration of the NDA

Large Language Models (LLMs) like ChatGPT and Bard pose new challenges for many fields, but they also can affect your NDA. Information you input into ChatGPT or other services driven by LLMs can potentially be added to those models and eventually included in the results it provides to other users. As a result, you should not reveal confidential information in prompts or interactions with LLMs.

Artificial Intelligence and LLMs

Remember, an NDA is a legally binding contract, and there are consequences for breaking it. The exact nature of those consequences will be detailed in the NDA, and may include injunctions or monetary damages.

Consequences of breach

It’s common to discuss your work experiences at conferences, presentations, or even internal meetings. As a result, it can be easy to inadvertently reveal confidential information. Doing so will break your NDA regardless of the audience size or if the talk is recorded, so you should be mindful in such venues.

Conferences and Presentations

As individuals and organizations have different understandings as to what information counts as confidential, the term ‘confidential information’ needs to be carefully defined within the NDA. This can be one of the most challenging parts of authoring an NDA, both because of the difficulty of clearly defining its parameters, and because--since the information is confidential--it may not be possible to specifically list it.

Definition of confidential information

NDAs themselves are subject to different laws in different states and jurisdictions. The NDA will specify the laws that apply to the agreement and, possibly, the course of action if an NDA is broken.

Governing law

Since an NDA is a contract, it's important that the parties to the contract are carefully defined. An NDA will list each party, whether those parties are individuals or legal entities like a company. The NDAs that you'll encounter as part of this program likely will be between an organization and NYU Stern or between an organization and you, in your individual capacity.

Parties to the NDA

Even though you may be early in your career, you may still find yourself speaking in public media such as blogs, podcasts, and webinars. These can often feel more informal than traditional media, but they can have equivalent reach. You should be careful not to disclose confidential information anywhere you may be recorded or published.

Media Interviews