Critical Elements to Protect in a Non-Disclosure Agreement

Arizona’s Trusted Business Attorneys Explain What You Need to Know About Non-Disclosure Agreements

Non-disclosure agreements are common for business owners, their partners, their vendors, and their employees. As a business owner, you will likely need to work with a Chandler business attorney on numerous occasions to draw up the right non-disclosure agreement to protect your business. As an employee or a vendor, you may occasionally be asked to sign a non-disclosure agreement, and you’ll need to confer with an attorney to make sure you are not giving up any of your rights in signing the agreement.

Understanding what a non-disclosure agreement is for and what goes into it can help you understand why it’s needed and what your rights and expectations will be under it. A non-disclosure agreement is designed to protect proprietary information, such as trade secrets, impending deals, and so on. Some of the critical elements that are protected in a non-disclosure agreement depend upon the type of agreement.

Critical Elements to Protect in a Non-Disclosure Agreement

Unilateral Non-Disclosure Agreements

Unilateral non-disclosure agreements are the type that many people think of when they think of NDAs. These are the types of agreements that many high-profile employers ask their employees to sign. Some of the items that are usually protected in these types of NDAs include:

  • Proprietary processes for creating goods or providing services
  • Secret ingredients used in a recipe or materials used in the creation of a product
  • Unique marketing strategies used by the company
  • Customer names and contact information

Many companies will ask employees to sign non-disclosure agreements so that they cannot legally take this information to a competitor for pay or for another job. Otherwise, the company would be at risk of losing trade secrets that give them an advantage. Any company could send in spies posing as employees to find out that information. The NDA provides some legal protection and offers recourse if it is violated.

Bilateral Non-Disclosure Agreements

Bilateral non-disclosure agreements involve both parties promising to protect information that involves them both. Typically, two companies sign these agreements. Some of the things typically protected in bilateral NDAs include information about:

  • Assets
  • Mergers and acquisitions
  • Impending sales
  • Other business relationships

These types of NDAs would usually have a time limit for protecting that information. However, some information may continue to be protected indefinitely, such as the amount of the sale or other terms. A good business attorney will walk the parties through what needs to be included and will draft the NDA appropriately.


Non-disclosure agreements will often include exclusions to denote what kind of information can be shared. Often, exclusions cover information that is already in the public domain or that is required to be disclosed to courts or law enforcement authorities. However, the parties can negotiate about what information to exclude to protect their interests. For example, employees might negotiate for exclusions that allow them to share with future employers aspects of their job that show what kind of impact they made (and what, therefore, makes them an attractive candidate).

It is important to work with a Chandler business attorney dedicated to protecting your interests to talk through what kind of exclusions you want to have in a non-disclosure agreement that you are creating or that you are signing. If you are a business owner getting ready to make hires, make a sale, or make some other big moves, it is important that you speak with a business lawyer about whether a non-disclosure agreement would help protect your business. Your attorney will walk you through everything that needs to be included and will draw up a strong contract that will withstand legal scrutiny and challenge in the future. The right document can help you protect your business so that it has a long and healthy future.

The business attorneys at Denton Peterson Dunn are ready to help you craft the non-disclosure agreements that your business needs to protect its interests and preserve its legacy. We can draw up strong agreements that will withstand legal scrutiny and protect your rights long into the future. We can also help you review any non-disclosure agreements that you are being asked to sign to make sure that your interests are protected. Call Denton Peterson Dunn today to schedule an appointment with an experienced business attorney and discuss your needs. We serve clients throughout the Phoenix area.


Brad Denton, Business Lawyer
Denton Peterson Dunn

Mesa Location

1930 N Arboleda #200
Mesa, AZ 85213

Office: 480-325-9900
Email: [email protected]

Scottsdale Location

7272 E Indian School Rd #540-132
Scottsdale, AZ 85251

Phone: 480-325-9919
Email: [email protected]