[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"detail-sidebar-cat-1-en-105":3,"doc-seo-282542-105":53,"doc-detail-282542-en":127},{"code":4,"msg":5,"data":6},0,"success",[7,14,19,24,29,34,39,44,49],{"id":8,"doc_module":9,"doc_module_name":10,"category_name":11,"show_sort_weight":12,"slug":13},11,1,"Template","Presentations",90,"presentations",{"id":15,"doc_module":9,"doc_module_name":10,"category_name":16,"show_sort_weight":17,"slug":18},12,"Resumes",80,"resumes",{"id":20,"doc_module":9,"doc_module_name":10,"category_name":21,"show_sort_weight":22,"slug":23},14,"Invoices",70,"invoices",{"id":25,"doc_module":9,"doc_module_name":10,"category_name":26,"show_sort_weight":27,"slug":28},15,"Posters",60,"posters",{"id":30,"doc_module":9,"doc_module_name":10,"category_name":31,"show_sort_weight":32,"slug":33},16,"Social Media",50,"social-media",{"id":35,"doc_module":9,"doc_module_name":10,"category_name":36,"show_sort_weight":37,"slug":38},17,"Forms",40,"forms",{"id":40,"doc_module":9,"doc_module_name":10,"category_name":41,"show_sort_weight":42,"slug":43},18,"Letters",30,"letters",{"id":45,"doc_module":9,"doc_module_name":10,"category_name":46,"show_sort_weight":47,"slug":48},21,"Paper Templates",5,"papers-templates",{"id":50,"doc_module":9,"doc_module_name":10,"category_name":51,"show_sort_weight":4,"slug":52},158,"General","general-158",{"code":4,"msg":54,"data":55},"ok",{"site_id":56,"language":57,"slug":58,"title":59,"keywords":60,"description":61,"schema_data":62,"social_meta":120,"head_meta":122,"extra_data":124,"updated_unix":126},105,"en","confidentiality-and-nondisclosure-agreements-ca-practice-note","Confidentiality and Nondisclosure Agreements (CA) - Practice Note","","A practice note on protecting a company’s confidential information through confidentiality agreements and nondisclosure agreements in commercial transactions under California law. It explains how confidential information functions as a valuable business asset, and provides practical guidance for building internal systems and contract provisions. Coverage includes safeguarding approaches, common clause structures, substantive provisions, and special considerations under California and federal law, supported by references to checklist materials.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/confidentiality-and-nondisclosure-agreements-ca-practice-note/282542/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/confidentiality-and-nondisclosure-agreements-ca-practice-note/282542.png","ImageObject",442,249,{"name":88,"@type":89},"นรินทร์","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-23","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",10,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"Why are confidentiality agreements considered fundamental in commercial transactions?","Question",{"text":109,"@type":110},"They document contractual confidentiality obligations needed to protect the parties that disclose information in consulting engagements, service agreements, and strategic alliances.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"What internal measures support protection of confidential information beyond having signed agreements?",{"text":114,"@type":110},"Effective protection requires coordinated participation across management and staff, supported by encryption, “need to know” access, and consistent information security policies and procedures.",{"name":116,"@type":107,"acceptedAnswer":117},"What security approach is highlighted for keeping information confidential in California?",{"text":118,"@type":110},"Encryption is emphasized, along with restricting access based on “need to know” and other secrecy measures to prevent unauthorized use or disclosure.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},282542,1789577252,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":101,"language":136,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":137,"faqs":138,"seo_title":139,"seo_description":61,"update_tm":126,"read_time":79},2336475104957,"https://ap-avatar.wpscdn.com/avatar/22000c4c6bd8a5076e1?x-image-process=image/resize,m_fixed,w_180,h_180&k=1787554080175789136","Resource ID: w-005-7021  \nConfidentiality and Nondisclosure Agreements (CA)  \nMARK E. TERMAN, SUJATA P. WIESE AND SHAMAR J. TOMS-ANTHONY, DRINKER BIDDLE & REATH LLP, WITH PRACTICAL LAW COMMERCIAL TRANSACTIONS  \nSearch the Resource ID numbers in blue on Westlaw for more.  \nA Practice Note discussing overall protection of a company’s confidential information and the use of confidentiality agreements (also known as nondisclosure agreements or NDAs) in the context of commercial transactions under California law. It provides practical tips on developing internal systems and contract provisions designed to protect a company’s sensitive information, including its business assets and relationships, data security, and trade secrets.  \nNearly all businesses have valuable confidential information and, for many, confidential information is a dominant asset. Protection of confidential information within an organization is usually a vital business priority.  \nCompanies also share, receive, and exchange confidential information with and from customers, suppliers, and other parties in the ordinary course of business and in a wide variety of commercial transactions and relationships. These transactions and relationships include when companies enter into:  \n􀂄 Consulting engagements.  \n􀂄 Service agreements.  \n􀂄 Strategic alliances.  \nContractual confidentiality obligations are fundamental and necessary to help protect the parties that disclose information in these situations. Depending on the circumstances, these obligations can be documented in either:  \n􀂄 A free-standing confidentiality agreement (also known as anondisclosure agreement or NDA), whether mutual (see, for example, Standard Document, Confidentiality Agreement: General (Short Form, Mutual) (CA) (W-001-7616)) or unilateral (see, for example, Standard Document, Confidentiality Agreement: General (Short Form, Unilateral, Pro-Discloser) (CA) (W-012-7506)).  \n􀂄 Clauses within an agreement that covers a larger transaction (see Standard Clauses, General Contract Clauses: Confidentiality (Short Form) (CA) (W-000-0480) and General Contract Clauses: Confidentiality (Long Form) (CA)(W-000-0481)) .  \nThis Note describes:  \n􀂄 Considerations involved in safeguarding a company’s confidential information and some common approaches and leading practices when using confidentiality agreements.  \n􀂄 Various forms of general confidentiality agreements and factors to consider in structuring specific agreements.  \n􀂄 Substantive provisions that are common to many commercial confidentiality agreements and issues that may be encountered when drafting, reviewing, and negotiating each clause  \n􀂄 Special considerations under California and federal law. The practical considerations explained in this Note are also covered in checklist form in the Confidentiality and Nondisclosure Agreements Checklist (CA) (W-012-6092).  \nSpecialized types of confidentiality agreements are used in connection with mergers and acquisitions (see Practice Note, Confidentiality Agreements: Mergers and Acquisitions) (4-381-0514) and certain finance transactions (see Practice Note, Confidentiality Agreements: Lending) (1-383-5931).  \nOVERALL PROTECTION OF CONFIDENTIAL INFORMATION PROTECTING CONFIDENTIAL INFORMATION AS VALUABLE BUSINESS ASSETS  \nMost companies derive substantial value from their confidential information and data, both by having exclusive use of it in their own businesses and by sharing it selectively with customers, suppliers, and others. Confidential information can be used and shared more effectively and securely, to the greater benefit of the business, if the company routinely:  \n􀂄 Takes stock and assesses the value of its information assets.  \n􀂄 Maintains rigorous internal policies and practices to keep it confidential.  \n© 2019 Thomson Reuters. All rights reserved.  \nConfidentiality and Nondisclosure Agreements (CA)  \nConfidential information takes various forms in different businesses and industries (see Definition ","cbCaicrpu5YRkH5f","https://ap.wps.com/l/cbCaicrpu5YRkH5f","pdf",593287,"English","# Overall protection of confidential information\n## Protecting confidential information as valuable business assets\n# Company-wide information and data security policies, systems, and procedures","[{\"question\":\"Why are confidentiality agreements considered fundamental in commercial transactions?\",\"answer\":\"They document contractual confidentiality obligations needed to protect the parties that disclose information in consulting engagements, service agreements, and strategic alliances.\"},{\"question\":\"What internal measures support protection of confidential information beyond having signed agreements?\",\"answer\":\"Effective protection requires coordinated participation across management and staff, supported by encryption, “need to know” access, and consistent information security policies and procedures.\"},{\"question\":\"What security approach is highlighted for keeping information confidential in California?\",\"answer\":\"Encryption is emphasized, along with restricting access based on “need to know” and other secrecy measures to prevent unauthorized use or disclosure.\"}]","Confidentiality and Nondisclosure Agreements (CA) - Practice Note | PDF"]