The concept of “one-size-fits-all” only works when it comes to scarves, and it certainly isn’t appropriate for nondisclosure agreements, according to Isabel DeObaldia of DLA Piper. “On a weekly basis I get to advise clients on boilerplate NDAs that seem innocuous,” she says, until she asks more questions. “More often than not I find that the discloser, who up to that point felt fairly comfortable with the long definition of confidential information, is either ignoring a residual clause or not realizing that the contract does not protect its trade secrets.”
Indeed, DeObaldia says trade secrets are the greatest casualties of boilerplate non-disclosure agreements. “Listing ‘trade secrets’ in the list of types of confidential information within a NDA does not grant automatic trade-secret protection, by the contrary, it may end up hurting the owner of the information in the long run,” she explains.
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