When drafting consultant NDAs, it’s essential for the disclosing party to clearly outline what constitutes confidential information. This ensures there is no ambiguity about the materials, data, or business knowledge being protected.
Key elements to emphasize include restrictions on how the consultant may use or disclose confidential information, obligations for returning or destroying sensitive documents after the engagement, limitations on sharing with third parties, and any carve-outs (such as information already public or independently developed).
It’s advisable to specify the duration of confidentiality obligations, as consultant relationships are often project-based. Consider including provisions on intellectual property ownership to avoid disputes over work product. Consulting with a legal professional can help tailor the NDA to your industry and jurisdiction, ensuring enforceability and comprehensive protection.