Non-solicitation - NDA Provision

NDA Anatomy™ JC’s guide to non-standard confidentiality agreements. For the OneNDA, see the OneNDA Anatomy A Jolly Contrarian owner’s manual™ Go premium Overview — Summary — See also — Wikitext NDA Showdown OneNDA Homemade NDA What is Confidential Information? Confidential information Exclusions from confidential information Who can I share it with? Affiliates Permitted receivers Disclosure to regulators What are my obligations? Confidentiality obligation Procure compliance Return of information How long do my obligations last? Term Other important information Boilerplate Remedies Don’t go there girlfriend topics Non-solicitation Exclusivity Indemnity Sample text Template:Nda Non-solicitation Resources and Navigation Index: Click ᐅ to expand: NDA

Summary

You are agreeing to provide documents and information on the promise that the other side won’t misuse them. An NDA is not an engagement letter, it does not — should not — imply some sort of uberrimae fidei relationship — so what place do restrictive trade practices have in an agreement about the sharing of confidential information?

None. Strike it out and be done with it.

If the other guy complains, tell him to pay his staff a decent wage and let them have some time off every now and then. Then they won’t leave.

If that doesn’t do the trick, there should be a separate, specific non-solicitation/non-compete agreement that deals specifically with what the parties wish reasonably to achieve. Don’t shoehorn it into an NDA.