Nondisclosure Agreements

Control What You Share and Protect What Matters with a Well-Drafted Nondisclosure Agreement

When your company’s value depends on trade secrets, proprietary information and unpublished data, sharing details too soon or with the wrong party can mean giving away leverage before legal protections are in place.

That risk is especially real in early-stage life sciences, where founders regularly engage with academic labs, Contract Research Organizations (“CROs”), government agencies or pharma companies. A well-drafted nondisclosure agreement (“NDA”) creates a confidential relationship that helps define what’s being shared, who can see it and what happens if it’s misused. At Crowley Law LLC, we help our clients craft NDAs that protect sensitive information and support strategic growth without slowing down the conversations that matter.

What Is an NDA

An NDA is a tool that protects information before you commit to a deal. When two or more parties begin talking, whether it’s about funding, partnerships or joint development, an NDA outlines confidential material and restricts further disclosure or use.

It’s not the same as a confidentiality clause in a license or a proprietary information agreement that comes after a deal is signed. NDAs are about keeping sensitive information private while you’re still evaluating the relationship. They protect what you share; they don’t define who owns it.

When to Use an NDA

Founders typically use an NDA to protect confidential information during early discussions, long before any formal deal is in place. Here are common situations where that protection matters:

Before sharing unfiled patent concepts or invention disclosures
Before discussing early-stage inventions with an investor, strategic partner or advisory candidate, you should use an NDA to protect trade secrets and unpublished concepts. Once disclosed without legal protection, this information may lose protection, particularly abroad and compromise future patent filings.
During early collaborations with CROs or academic labs
Before the scope of work is finalized, founders often share confidential material like reagent specs or development timelines. A well-drafted NDA helps define what’s protected and reduce exposure if the relationship doesn’t move forward.
When engaging consultants, developers or scientific advisors
When you bring in a developer, a scientific advisor or a consultant to weigh in on your product or IP strategy, you’re often opening the door to confidential and proprietary information before there’s a formal contract in place. A unilateral NDA protects what you share during that early-stage collaboration, especially when only one party is disclosing sensitive information.
Before transferring materials or data
If you’re sending biological samples, chemical compounds or sequencing data to another party for validation, analysis or collaboration, you’re transferring real value. Before a material transfer agreement or research contract is in place, an NDA helps protect the confidential information embedded in that material and limits what the receiving party can do with it. In most such cases, the NDA should be combined with a material transfer agreement that further specifies the permitted uses of the material transferred.
In licensing or co-development negotiations
Even if a licensing or co-development deal is months away, early conversations often involve confidential material that should not be treated as public knowledge. A properly scoped NDA protects such information and helps prevent misunderstandings if negotiations stall or shift direction.
When evaluating a joint venture, acquisition or exit opportunity
Before opening the books to a potential buyer or partner, you need to think carefully about legal protection. A mutual NDA helps control access to confidential and proprietary information, from customer lists to regulatory files and helps prevent downstream legal disputes if the deal doesn’t close.
When participating in accelerators or incubator programs
Many accelerators and incubators require founders to open up about sensitive business information during the application or onboarding process. If the program’s built-in confidentiality terms don’t offer adequate legal protection, consider using your own NDA to set clear limits on further disclosure and use.

Key Provisions to Get Right

What gives an NDA its strength is how precisely it defines obligations, limitations and protections for the disclosing party. The more tailored the provisions, the stronger your legal position if something goes wrong.

Definition of confidential information
The definition of confidential information is where everything starts. It tells the parties involved exactly what’s protected, whether it’s clinical data, business plans or proprietary information shared over a Zoom call. If this section is too vague or narrow, it weakens the NDA and creates room for confusion or legal disputes.
Obligations of the recipient
The obligations section of an NDA is where the rubber meets the road. It tells the receiving party: You’re allowed to review this material for a specific reason, but you may not use it for anything else, disclose confidential information to others or handle it carelessly. This combination — non-use, nondisclosure and safeguarding — is what builds a real confidential relationship. It is crucially important to focus on the non-use obligation, since this is often missed in ordinary NDAs.
Exclusions
Not everything you discuss in a deal gets protected. Exclusions spell out what doesn’t count as confidential information, like material that’s already public, independently developed or previously known. The previously known material should be limited to that shared on a non-confidential basis. The exclusions give the receiving party room to operate without legal overhang and help avoid fights over information that was never meant to be private in the first place.
Term and survival
Sensitive information often outlives the NDA itself. That’s why strong NDAs include both a defined term and a survival clause. The term controls how long the agreement lasts, while survival protects confidential information after the business relationship ends.
Remedies
When a confidentiality agreement is broken, remedies are the tools you rely on to respond. Common options include court orders to stop further disclosure, financial compensation for losses or costs and in some cases, equitable relief like returning or destroying confidential material.

Common Pitfalls and How to Avoid Them

After years of working with life sciences and other technology companies, we’ve seen how a few overlooked details can weaken even the best-written NDAs. Below are the common traps and how to avoid them:

Using generic templates that do not match the science or context
Your research isn’t off-the-shelf and your NDA shouldn’t be either. Generic agreements often skip over essential protections or rely on language too vague to enforce.
Not keeping track of what was disclosed under the NDA
One common mistake we see is assuming an NDA automatically covers everything you say or send. It doesn’t. If a dispute ever arises, you’ll need to show exactly what confidential information was disclosed, when and to whom. Without a clear record, you may struggle to enforce the protections your NDA was meant to provide.
Failing to pair NDAs with a broader IP strategy
Treating an NDA as a standalone fix is a common misstep. NDAs are meant to support your intellectual property, not replace your strategy for protecting it. If you’re sharing early-stage innovations without first evaluating whether they’re patentable or trade secret eligible, you’re taking on more risk than you realize. The NDA might prevent disclosure, but it won’t restore value if the core IP was never protected properly to begin with.
Assuming NDAs are enforceable globally
NDAs are not global passports for confidentiality. The terms that hold up in the U.S. may carry little weight in foreign jurisdictions, especially if the receiving party is based abroad and doesn’t fall under U.S. legal authority. That’s why working with legal counsel familiar with foreign laws is key when international collaboration is on the table.

How Crowley Law LLC Helps

For companies built on trade secrets, proprietary information or early-stage IP, sharing information too early or without the right protections can undercut your competitive advantage. We guide startups through that risk, tailoring each NDA to the specific context and helping align it with broader intellectual property and commercial priorities.

Drafting tailored NDAs that reflect the industry, stage and type of disclosure
We draft NDAs that match where your company is in the development cycle. We take into account who the receiving party is, what kind of confidential information is being shared and how long that material needs to be protected. The goal is to place you in the best position to disclose information strategically without opening the door to misuse, confusion or legal disputes down the road.
Reviewing inbound NDAs to protect founder interests
We review inbound NDAs with an eye for terms that overreach, shift ownership or create unexpected obligations. Founders often assume these agreements are mutual and fair, but the fine print might say otherwise.
Integrating NDAs into broader confidentiality, IP and commercial strategies
We help our clients think beyond the NDA itself. A well-drafted NDA is important, but so is understanding how it interacts with your trade secrets, your data room access policies and your timeline for public disclosures. Our role is to zoom out and help confirm the NDA supports your broader legal and commercial strategy rather than creating blind spots that turn into problems later.
Advising on enforceability and recordkeeping
An NDA isn’t automatically enforceable just because it’s signed. We help founders understand what enforceability really looks like, what courts actually look for, how the language holds up under pressure and what proof you’ll need if the receiving party misuses confidential information. Just as important, we help you build a record: what you disclosed, when and how.

Contact Crowley Law LLC

NDAs are often your first line of legal protection. But that protection only works if it’s structured correctly and supported by clear documentation. If you’re working with confidential material and want to make sure your NDA can actually do its job, call 908-738-9398 to start the conversation.

FAQs

Do I Really Need an NDA if I Trust the Other Party?

Even if there’s trust, an NDA helps clarify expectations and protects against a claim that information has entered “the public domain” and, as a result, is not patentable. What exactly is considered confidential information? What can be shared with others internally? When should information be deleted or returned? A clear agreement gets everyone on the same page.

What’s the Difference Between a Unilateral NDA and a Mutual NDA?

A unilateral NDA protects only one party’s confidential information. A mutual NDA protects both. Use a unilateral NDA when only you are sharing sensitive material. Use a mutual NDA when both sides are disclosing proprietary or confidential information.

Can an NDA Protect Unfiled Patent Ideas?

An NDA can temporarily protect trade secrets or early-stage concepts, but it doesn’t give you patent rights. It just helps prevent public disclosure that could block your ability to file later. The sooner you move from NDA to formal protection by filing at least a provisional patent application, the better.

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Our Services

Nondisclosure Agreements

What Is an NDA

When to Use an NDA

Key Provisions to Get Right

Common Pitfalls and How to Avoid Them

How Crowley Law LLC Helps

Contact Crowley Law LLC

FAQs

Do I Really Need an NDA if I Trust the Other Party?

What’s the Difference Between a Unilateral NDA and a Mutual NDA?

Can an NDA Protect Unfiled Patent Ideas?

Tell Us More About Your Situation

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