Even within a business culture of openness and transparency, some things are meant to be kept secret. NDAs, non-disclosure agreements, are meant to help with this, but most NDAs are the opposite of open and transparent because they’re written in the same jargon-laden legalese that I avoided in Contract Killer. So I’ve written ‘Three Wise Monkeys’, a plain speaking, easy to read, open source NDA.
Three Wise Monkeys is licensed under a Creative Commons Attribution-ShareAlike 3.0 Unported license. That means you’re free to re-distribute it, translate it and otherwise re-use it in ways I never considered. In return I only ask you mention my name and link back to this page.
Why use an NDA?
There are two main reasons for designers and developers to need an NDA:
- We want a client to sign an NDA alongside signing a contract (killer,) before any work starts.
- We want a supplier (for example a contractor) to sign an NDA to protect our and our client’s information.
The problem with every NDA that I’ve ever been asked to sign is that their complicated legal language makes me feel that somehow they’re trying to catch me out, if not now then at some time in the future. I’ve always felt uncomfortable signing other people’s NDAs and I never want to make my customers or suppliers feel the same way.
Three Wise Monkeys deals with just three things:
- What’s confidential
- What can we say
- How long the agreement lasts
Three Wise Monkeys keeps things simple that I hope everyone will feel comfortable signing. Here’s the NDA in full:
Between us [company name] and you [customer name].
Summary: In short; neither of us will share any confidential information about each-other, by any means, with anyone else.
What’s confidential information?
It’s anything we write or say to each-other in a phone call, chat window, email or by any other method including smoke signals and telepathy. It might relate to a project, be about our businesses or something technical like a password. Nothing’s excluded. If we share it, it’s covered.
We’ll both keep shared information to ourselves and we won’t use it except for the reason it was shared. We’ll take every step to make sure it stays confidential too. We’ll keep confidential information safe and secure. This includes keeping files, access to online systems and any user names and passwords in such a way that they can’t fall into the wrong hands.
If we think that there’s even a possibility that any confidential information might have been compromised, we agree to tell each-other us right away so we can take all necessary steps to protect ourselves. We also agree to help each-other to resolve any problems that might arise if confidential information is compromised.
When this agreement ends, we’ll return any materials, physical or digital and delete any copies that we may have. We won’t forget to empty the trash can too.
So what can we say?
This agreement doesn’t apply to any information that’s already in the public domain or might become public by any other means. Although we hope that it will never happen, it also does not cover a situation where the police coming knocking at our doors and we’re required by law to disclose it.
How long does this agreement last?
Unless we’ve agreed otherwise — for example within a separate contract — this agreement lasts for one year from the last signature date down below. On or before that termination date, either of us can then specify items of confidential information that must never be disclosed. These might include a password or information about a project or our business.
But where’s all the horrible small print?
Just like a parking ticket, we can’t transfer this contract to anyone else without permission. If, for some reason, one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of [country] courts.
Oh and don’t forget those men with big dogs.
The dotted line
Signed by and on behalf of [company name] Signed by and on behalf of [customer name] Date [date]
Everyone should sign above and keep a copy for their records.
Important: Stuff and Nonsense is not a legal advisor. Generic templates and contracts may fail to meet your needs. Nothing on this website shall be considered legal advice and no relationship is established. Be sure to consult a lawyer to address the particulars of your specific situation.