NDANON (Disclosure Agreement)

What is NDANON (Disclosure Agreement)?

An NDANON, or Non-Disclosure Agreement NON-disclosure agreement, is a legally binding contract that protects sensitive information shared between parties. In the context of government contracting, it ensures the confidentiality of proprietary data, trade secrets, and other information that would be detrimental if disclosed to unauthorized individuals or organizations. It is frequently needed to even discuss sensitive aspects of proposals or potential contract work.

Definition

An NDANON serves as a critical tool for safeguarding intellectual property and competitive advantages when engaging with government agencies, other contractors, or subcontractors. It establishes clear guidelines on what information is considered confidential, how it can be used, and the obligations of the receiving party to protect that information. A properly executed NDANON provides legal recourse if confidential information is disclosed without authorization, protecting the disclosing party's interests. Government contractors often use NDANONs when collaborating on bids, sharing technical data, or accessing classified information. While the FAR doesn't specifically mandate a universal NDANON form, the principles of protecting sensitive government data and intellectual property are embedded throughout acquisition regulations.

Key Points

• Purpose of Protection: NDANONs are designed to protect sensitive and proprietary information that provides a competitive edge to a company.
• Legal Enforceability: A well-drafted NDANON is legally enforceable, offering a recourse in case of breach of confidentiality.
• Scope Definition: Clearly defining the scope of confidential information is critical for the NDANON to be effective.
• Duration of Agreement: NDANONs specify a duration, after which the confidentiality obligations may expire, although certain trade secrets might be protected indefinitely.

Practical Examples

1. Teaming Agreements: When two companies team up to bid on a government contract, they may need to share confidential information about their technologies, pricing strategies, and business plans. An NDANON ensures that this information remains confidential and is not used by one party to compete against the other in the future.
2. Access to Government Data: A contractor working on a government project may need access to sensitive data, such as security protocols or classified information. An NDANON protects this information from unauthorized disclosure or use.
3. Subcontractor Relationships: A prime contractor may use an NDANON with a subcontractor to protect proprietary information shared during the project. This prevents the subcontractor from using that information for its own benefit or disclosing it to competitors.