Nondisclosure agreements, or NDAs, are like the modern-day pinkie promise but with real legal teeth. Even if you've never signed one, you probably have a rough idea of what they do. By the end of part 1 in our series on NDAs, you'll understand their basics, their bizarre incarnations, and what constitutes an ironclad NDA. You’ll also learn why the likes of Beyoncé and Donald Trump need them like their careers depended on them — because often, they do.
NDA: A contract that puts a lid on loose lips
Getting someone to promise they won’t spill the beans — whether it’s a personal secret, confidential business information, or your grandmother’s secret recipes — is easy, but keeping that promise? Not so much. It’s human nature to blab. Enter the NDA, the legal enforcer of silence.
NDAs are contracts that create a confidential relationship between someone with sensitive information and someone who will gain access to that information. Think of it as a pinkie promise, but with actual legal consequences. Breaking this promise can lead to lawsuits and fines for the party that couldn’t keep their mouth shut. In simple terms, an NDA is a contract that ensures one party doesn't divulge confidential information.
But let’s not pretend NDAs are only for noble, legal purposes. Many use them for downright ridiculous and even atrocious personal reasons. And yes, even those can be legally binding.
The two types of NDAs: Which type is Beyoncé likely to make you sign?
There are two main types of NDAs.
- Unilateral NDA: In this type, one party agrees not to disclose information received from another party.
- Mutual NDA: Here, both parties agree not to reveal each other’s information.
Imagine you work for Beyoncé as a sound engineer or PR manager. Queen B has a new album coming out, and she doesn't want any details leaking to the public before the official release. She will make you and the rest of her team sign unilateral NDAs to keep the album's details hush-hush. That’s an NDA in a nutshell.
Bizarre NDAs people were made to sign
NDAs are typically used for perfectly logical reasons, like protecting the details of a hypothetical Beyoncé album. But NDAs can be used and abused — often by powerful people — making you wonder why everyone can’t use them as sensibly as Beyoncé.
For your reading pleasure, here are but a few ridiculous NDAs people were made to sign:
No kissing and telling
A gentleman won’t kiss and tell, but some gentlemen take it a step further by asking their partners to sign an NDA to prevent them from talking about their tryst. For celebrities, this type of behavior may seem normal and even widely tolerated. For instance, Real Housewives of Atlanta star Kandi Burruss confessed that she requires potential mates to sign an NDA.
No spilling the jiu-jitsu secret sauce
The Cut (New York Magazine) reports that in Vermont, a Brazilian jiu-jitsu instructor required students to sign an NDA before receiving their black belt. The NDA was to ensure they didn’t run off with the techniques he taught them. Clearly, such teachers, if they do exist, don’t believe in passing knowledge forward. Besides that, it just seems odd for any learning program to discourage students from using or sharing what they’ve learned in the real world.
“Don’t make things work too well”
A former project manager for a parking technology company was asked to sign an NDA to keep company secrets confidential. Fair enough. However, this NDA also meant he wasn’t supposed to tell anyone that they were instructed not to make things work too well because the company profited from service requests.
What these examples should tell you is that individuals and businesses have secrets they desperately want to keep under wraps. But what if an NDA seems so outrageous that you can’t believe you actually have to sign it? That’s where enforceability comes in. Can you just ignore it because it’s absurd? Unfortunately, you probably shouldn’t.
Ironclad NDAs and who seals them tight
From the above cases, you might think that imposing NDAs on people isn’t always done with noble or even reasonable intentions. And you’d be right. Take, for instance, the NDAs that Harvey Weinstein had many of the women he violated sign, including Rose McGowan. Those NDAs were certainly imposed for sinister reasons.
Sometimes, NDAs are for silly yet understandable reasons. For example, Jennifer Lopez and Ben Affleck had guests sign NDAs to prevent them from sharing anything from their wedding in 2022. One specific thing they didn’t want leaked was JLo performing a song for Ben during the event. But alas, TMZ can sniff out a secret better than Bennifer’s lawyers can tighten an NDA.
Ironclad NDAs are typically created for celebrities and powerful individuals. If someone breaks an ironclad NDA, the consequences are serious. These agreements are courtroom-ready, so if you break one, you could be looking at a hefty fine, a judge saying "hush hush" with a fancy legal term (injunction), and maybe even having to hand over or destroy whatever confidential info you accidentally spilled.
NDAs are fascinating legal documents that can range from straightforward confidentiality agreements to quirky contract clauses. In our next article, we’ll dive into NDAs and divorce, exploring why some couples might need an NDA for their relationship.
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