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A reader asks:  We’re trying to negotiate a partnering agreement with a marketing firm, and we’re worried about sharing our click rates and other sensitive information with them.  I assume we should have them sign a non-disclosure agreement. Can you give us a heads-up regarding some of the key issues.  Thanks!

Answer: There are five key issues to think about with regard to your non-disclosure agreement (commonly referred to as an “NDA,” a “confidentiality agreement” or a “CA”).

Scope of “Confidential Information”.  Most NDA’s will include a definition of “Confidential Information” or a similar term to address the issue of what information specifically is being protected.  You, as the discloser, should push hard to protect all of the confidential or proprietary information you provide to the recipient, regardless of its form (whether written, oral or otherwise).  The recipient, on the other hand, may try to define Confidential Information more narrowly – meaning just written materials marked “Confidential” or “Proprietary.”

To read the full, original article click on this link: Contemplating an NDA? Here’s what you need to know | VentureBeat

Author: Scott Edward Walker 

Scott Edward Walker is the founder and CEO of Walker Corporate Law Group, PLLC, a law firm specializing in the representation of entrepreneurs. He submitted this column to VentureBeat