What is a Confidentiality Agreement/Non-Disclosure Agreement and do I need one?
A Confidentiality or Non-Disclosure Agreement (CA or NDA) is a legal document, which may be entered into by the party seeking investment and the venture capital firm. At common law, breach of information that is disclosed under conditions of confidentiality may be actionable in the courts if damages can be proven, irrespective of whether a CA or NDA exists.; However, the existence of a CA or NDA clarifies the extent of the obligations between the parties. A diary note and correspondence confirming that information was disclosed under conditions of confidentiality should also be sufficient to ensure conditions of patent law are not breached. Many VC firms refuse to sign such agreements because: • The common law protection should be adequate in case of deliberate breach. • Their business is based on a reputation for integrity. • They deal with a surprising number of similar business concepts, resulting in many “shades of grey” when determining what information is confidential. TVP’s curr
