NDAs Reduce Business Development Risk

1. NDAs Reduce Business Development Risk Executive SummaryNDAs Reduce Business Development RiskBusiness Development is an equally exciting and risky endeavor. Protect yourorganization by executing a Non-Disclosure Agreement (NDA) prior to establishingrelationships with unfamiliar vendors, potential partners, prospects, or investors. UseDemand Metrics downloadable Non-Disclosure Agreement template as a startingpoint 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 partieswhich outlines confidential materials or knowledge the parties wish to share with oneanother for certain purposes, but wish to restrict from generalized use. In otherwords, it is a contract through which the parties agree not to disclose informationcovered by the agreement. An NDA creates a confidential relationship between theparties to protect any type of trade secret. As such, an NDA can protect non-publicbusiness information.When are NDAs Appropriate?NDAs are commonly signed when two companies or individuals are considering doingbusiness together and need to understand the processes used in one another’sbusinesses 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 SummaryAction 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 Metrics 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 theirneeds, that they forget to adequately protect their corporate assets. Stay diligent,and iron out your NDA polices to reduce the risk when conducting BusinessDevelopment activities. © 2009 Demand Metric Research Corporation Executive SummaryAction 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 Metrics 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 theirneeds, that they forget to adequately protect their corporate assets. Stay diligent,and iron out your NDA polices to reduce the risk when conducting BusinessDevelopment activities. © 2009 Demand Metric Research Corporation