NDAs, or non-disclosure agreements, are tools that practices use to protect their private, confidential information, such as trade secrets. Once your confidential information has been made public, it is no longer entitled to protection, which could result in injury to your bottom line or to your reputation. Since you cannot undo the release of confidential information, you should take steps to prevent it from occurring in the first place. This is where the NDA comes in.
Simply speaking, an NDA is a legal document which is signed by your employees (and/or independent contractors and sometimes even vendors) which details your expectation of confidentiality and which provides for legal ramifications if such expectations are not met. NDAs give you a means to seek damages if your confidential information is released, and the threat of such action also helps to dissuade any potential information leakers.
Since an NDA is a legally-enforceable document, it is advisable that you draft one in conjunction with an attorney or an HR professional. Most NDAs contain the following:
Definition and exclusions of information considered confidential
Obligations of employees (or ICs, vendors, or any other pertinent party)
Relevant time periods, and miscellaneous provisions pertaining to your practice
NDAs are an important tool in maintaining the success of your business. Consult an attorney or HR professional if you have any questions related to non-disclosure agreements, or if you suspect that one of your agreements may have been violated.