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1. Executive Summary
NDAs Reduce Business Development Risk
Business Development is an equally exciting and risky endeavor. Protect your
organization by executing a Non-Disclosure Agreement (NDA) prior to establishing
relationships with unfamiliar vendors, potential partners, prospects, or investors. Use
Demand Metric's downloadable Non-Disclosure Agreement template as a starting
point when drafting your various NDA documents.
What is a Non-Disclosure Agreement (NDA)?
A non-disclosure agreement (NDA), is a legal contract between at least two parties
which outlines confidential materials or knowledge the parties wish to share with one
another for certain purposes, but wish to restrict from generalized use. In other
words, it is a contract through which the parties agree not to disclose information
covered by the agreement. An NDA creates a confidential relationship between the
parties to protect any type of trade secret. As such, an NDA can protect non-public
business information.
When are NDA's Appropriate?
NDAs are commonly signed when two companies or individuals are considering doing
business together and need to understand the processes used in one another’s
businesses solely for the purpose of evaluating the potential business relationship.
Non-Disclosure Agreement Components:
• Outline of the parties who are involved in the agreement.
• Definition of what is to be deemed confidential, i.e. financial information,
business strategy, patent applications, verbal representations etc.
• Exclusions from what must be kept confidential, i.e. the recipient had prior
knowledge of the materials, materials are publicly available etc.
• Terms of Confidentiality - how long will confidential status stay in place.
• Term of the Agreement - amount of years the agreement is valid for.
• Types of Permissible Disclosure - as required by law or a court order.
© 2009 Demand Metric Research Corporation

2. Executive Summary
Action Plan:
1. Evaluate your NDA Needs - examine the situations when your organization
is dealing with a third-party, and determine if confidentiality is an issue.
Group these interactions by category: vendors, partners, customers etc.
2. Standardize Policy & Procedure - discuss these relationships with Senior
Management and standardize how your organization deals with third-party
interactions. If your relations do not involve communicating sensitive business
information, you may not have a need for non-disclosure agreements.
However, most organizations, at some point in time, will have a requirement
for confidentiality.
3. Customize Agreements - use Demand Metric's downloadable Non-
Disclosure Agreement template to help you formulate customized NDAs that
are relevant to the scenario in which they will be used.
4. Run by Legal - as with any legally binding agreement, hand off to your legal
counsel before executing. There may be some tweaks that need to be made.
Be wise; NDAs are meant to protect you, not get your into legal hot water.
5. Develop your Business - once you have standardized your policy &
procedure for dealing with third parties, and have your agreements ready to
be used, get out there any develop your business.
Bottom Line:
Many organizations are in such a rush to speak with external parties about their
needs, that they forget to adequately protect their corporate assets. Stay diligent,
and iron out your NDA polices to reduce the risk when conducting Business
Development activities.
© 2009 Demand Metric Research Corporation