Most design professionals come face to face with nondisclosure agreements (NDAs) early in their careers. Entrusted with the details of one project after another, they soon learn to be thoughtful in discussing past or concurrent contracts with their networks and clients.
However, it may take time to realize each company they work for itself typically signs NDAs with its own clients. In other words, NDAs cascade with everyone paid in part to keep their client’s secrets.
The American Institute of Architects (AIA) has a useful guide on NDAs. It helps design professionals see NDAs from a company perspective.
NDAs are not just for companies hiring or contracting
NDAs are common not only when people or companies decide to do business with each other but in many other interactions, such as the Request for Proposal process.
Private companies usually want to protect trade secrets and strategic information that could compromise their competitiveness. Governments entities also have a variety of security and other confidentiality needs.
Easier signed than done
A company that signs an NDA commits meeting to a complex system of internal and external expectations. The AIA calls it essential to “fully understand the ramifications” and urges readers to seek legal counsel before signing.
Basic measures to preserve confidentially can include maintaining physical spaces that only people on the project in question can enter, and the higher-tech equivalent of maintaining a dedicated encrypted network.
Education and information are key
Many data breaches come simply from a lack of awareness. The employee handbook is a valuable place to discuss the concept of NDAs and its many consequences.
The AIA suggests everyone on the team should be well versed in the meaning and consequences of the NDA. Those not on the team should understand the reasons for their being out of the loop.
The marketing team needs especially clear awareness of the constraints an NDA imposes.
Finally, the subcontracting firms or people retained to fulfill the contract must not only understand the NDA and sign its own NDA, but they should also indemnify the company, taking on the legal and financial liability that a violation of the NDA brings to the project.