Understanding Your NDA

Key considerations for creating an effective dual-language confidentiality agreement

Risk Spectrum

Low Risk
Standard, well-defined terms with reasonable protection periods
Medium Risk
Moderate protection periods, broad definitions, or jurisdictions with moderate enforcement
High Risk
Very long protection periods, missing essential clauses, or uncertain enforcement

Confidentiality Scope

Documents marked
"Confidential"
+ Oral info with
written confirmation
+ Implied confidential
information
Narrow
Medium
Broad

Protection Period

1-5 years
Safe and generally enforceable
5-10 years
Moderate risk, may be scrutinized
10+ years
High risk, often unenforceable

Jurisdiction Strength

Strong enforcement: United States, Spain, Mexico, Chile, Argentina, Costa Rica, Panama, Uruguay
Moderate enforcement: Colombia, Peru, Dominican Republic
Challenging enforcement: El Salvador, Guatemala, Honduras, Nicaragua, Venezuela, Cuba, Bolivia, Paraguay, Ecuador

Essential Provisions

Exclusions
Exempts public information and previously known information
No Warranties
Limits liability for information accuracy
Severability
Preserves agreement if one part is invalid
Language Preference
Establishes which language version controls
Essential
Recommended

Expert Legal Tips

Verify Signatory Authority
Ensure signatories have legal authority to bind their respective organizations. Request corporate resolutions or powers of attorney if necessary.
Cross-Border Considerations
For international agreements, consult with counsel in both jurisdictions to ensure compliance with local requirements.
Customize for Specific Information
Consider adding specific examples of confidential information unique to your business relationship for maximum protection.
Secure Storage
Store fully executed copies securely and ensure both parties receive originals with all signatures.