Information is among your company’s most valuable assets.
Research data, source code, algorithms, client lists and business plans are the foundation of competitive advantage. A single unauthorized disclosure of that confidential information can eliminate that edge and weaken investor or collaborator confidence.
Our attorneys at Crowley Law LLC help founders and executives identify what qualifies as confidential or proprietary information and establish legal protection for it. We draft and review confidentiality and nondisclosure agreements that safeguard trade secrets, intellectual property (“IP”) and other sensitive information throughout employment transitions, collaborations, joint ventures and investment rounds.
A confidentiality and trade secret provision is a contractual clause that protects your company’s confidential information, proprietary know-how and trade secrets from unauthorized disclosure or misuse by employees, contractors, advisors or business partners.
These clauses are not limited to one type of contract; they form part of the foundation of legally enforceable business relationships where sensitive information must be shared responsibly.
You will often find these provisions in:
Your company likely lives or dies by how well it protects what no one else has or knows yet. That may be data, code, formulas, prototypes or business plans that hold independent economic value because they are not public knowledge.
Yet collaboration is built into how life sciences and other technology companies grow, meaning sensitive information constantly moves between employees, investors and external partners.
Confidentiality and trade secret provisions give you a clear legal structure to control that flow and provide legal remedies for breach. They:
At Crowley Law LLC, a confidentiality agreement lawyer can help you structure confidentiality and NDAs that fit the realities of your business. We focus on defining your confidentiality obligations clearly, aligning them with both Federal and State laws and ensuring every written agreement protects your company’s confidential information without slowing down collaboration.
Disputes often arise when what you believe is protected under your confidentiality agreement doesn’t align with what the other party believes was open for use. In many case, that disconnect does not stem from bad intent. It frequently comes from a lack of precision in defining, handling or renewing the agreement. Problems surface when:
It is true that, in some cases, confidentiality is breached by bad actors who seek to misuse the confidential information of another party. In many other cases, confidentiality isn’t violated by dishonest people but by unclear systems. Here are the situations where that breakdown most often happens:
When you work with research institutions, vendors or joint venture partners, both sides share sensitive data and proprietary information under NDAs. Disputes arise when ownership of derivative work or improvements isn’t clearly assigned, leaving each side to claim part of the resulting IP.
Departing employees, contractors or consultants often carry knowledge that isn’t documented. If your employment contract or proprietary information agreement doesn’t define post-employment confidentiality obligations or require return of confidential material, you may lose control over that information.
Investors frequently review confidential business plans and technical documents without signing NDAs. If another company later uses similar concepts, proving an unauthorized disclosure becomes nearly impossible because no written agreement established confidentiality obligations between the parties.
During licensing talks or merger negotiations, companies exchange proprietary data under mutual NDAs. If the deal falls through, one party may use that information in its own development and claim it wasn’t protected information. The resulting dispute often tests whether the confidentiality and NDAs were specific, current and legally enforceable under applicable law.
Working with a lawyer skilled in the development of confidentiality agreements helps you avoid these situations. At Crowley Law LLC, we help founders draft, review and enforce confidentiality agreements that define obligations clearly, protect trade secrets under both State and Federal law and minimize the risk of costly disputes when sensitive information changes hands.
For many years, our law firm has helped founders in the life sciences and other technology industries make decisions built on a solid legal foundation. Every stage of growth, hiring key talent, partnering with investors or entering joint development agreements, requires confidence that your confidential information is protected and your rights to trade secrets remain intact. Our confidentiality agreement lawyers provide focused legal services designed to give you that assurance.
We help you by:
Working closely with you, we help structure legally enforceable confidentiality agreements that protect sensitive information, strengthen investor trust and support long-term growth.
You don’t have to wait for a dispute to threaten what you’ve built. The best time to strengthen your confidentiality agreements is before an unauthorized disclosure happens, not after. A well-drafted NDA can prevent misunderstandings, protect trade secrets and make sure your proprietary information remains secure even as your business grows and partnerships expand.
Confidential information generally includes proprietary data, business plans, formulas, algorithms, software code, trade secrets, client lists or any other sensitive information not available to the public. A confidentiality agreement lawyer helps you define these categories precisely so that your company’s confidential information is clearly protected under State and Federal law.
In practice, the two terms are often used interchangeably. Both protect the disclosure of confidential information between two or more parties. Some agreements are one-way (protecting the one disclosing party), while others are mutual, protecting each party in a mutual exchange of information. The key is ensuring the written agreement reflects how your business relationships actually function.
The duration depends on what the parties agree to in the written agreement. Many NDAs last two to five years, but protections for trade secrets can continue indefinitely if the disclosing party maintains reasonable secrecy measures.
Yes, but enforcement depends on evidence. Courts look for documentation showing what was disclosed, when it was shared and what steps you took to protect it. Our law firm helps you establish that record and, if necessary, pursue legal remedies under the DTSA or comparable State law.
If a receiving party discloses or uses protected information without authorization, you may seek injunctive relief to stop further use and recover damages for losses. A lawyer familiar with confidentiality agreements can evaluate whether the violation meets the legal definition of misappropriation and guide you through enforcement or a negotiated settlement.
Not always, but you should understand the risk when they refuse. Many investors decline to sign NDAs at early stages, so we help you determine what information can be safely shared and how to document disclosures to preserve future legal claims.
Yes. Employees and independent contractors have different obligations under State and Federal law. Employment contracts should include proprietary information and trade secret provisions, while contractor agreements need tailored confidentiality and ownership clauses that reflect their limited engagement.
The foregoing analysis is for educational purposes only and does not constitute legal advice. You should engage an experienced lawyer to help you deal with any issues of this type as they apply in your unique situation.
