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Project Managers, be careful: NDAs are becoming standards!

STUDENT PAPER

By Sarah Chaouche

SKEMA Business School

Paris, France

 



ABSTRACT                                                                                      

In a world where competition is getting tougher and Intellectual Property a key asset to be protected, more and more Project Managers are requested to sign a Non-Disclosure Agreement before any negotiation and discussion with the Client.
As the requirements of both Parties are different, it is important for the Project Manager to know whether or not to sign this NDA, and if so, what clauses must be included for his and his team best interests.

Therefore, this paper is developed to analyze the different clauses of a NDA according to their priority from a PM’s viewpoint; and states the several but important elements the PM must take a closer look at in order to protect his and his team’s reputation and image.
Based on the analysis, the author suggests that the PM discusses and negotiates some of the components of the Agreement and plans for continuous monitoring and control through the project lifecycle so he can keep a close eye on possible risks and issues that may arise and which could lead to a serious accusation of breach of contract.

Key Words:  Confidential Agreement (CDA) – Intellectual Property (IP) – Disclosing Party/ Discloser – Receiving Party – Confidential Information – Leak / Breach.

INTRODUCTION

Motivation

In a lawsuit that happened at the beginning of this year (February 2017), Oculus has been ordered to pay $500 million to Zenimax after not respecting their Non-Disclosure Agreement (NDA).  Oculus was accused of breaching the contract signed between both parties and jeopardizing Zenimax’s Intellectual Property (IP), in other words Oculus was sanctioned for violating copyright by using the games and code of Zenimax to make their own profit.

A Non-Disclosure Agreement, also called a Confidentiality Agreement, is “a written contract that officially recognizes a legally binding relationship between two parties: a Disclosing party and a Receiving party. Both of [them] mutually understand that certain information is sensitive, technical, or non-public and is valuable for commercial or other purposes. Further, the two parties promise that they will not use or disclose the protected information with anyone else as they discuss and explore the possibility of entering into a business relationship with each other.” (From Esq, S. C. (2017, October 23).

Non-Disclosure (Confidentiality) Agreement – Create an NDA. Retrieved from https://legaltemplates.net/form/non-disclosure-agreement/).

That information shows that Non-Disclosure Agreements are not only signed for games companies and that lawsuits do not only happen in the technology sector. NDAs apply to every sector; every company of every size, and every involved people; once and if such agreement is requested and signed by all designated parties.

Problem:

Most importantly, more and more Project Managers are required from their Client to sign a NDA before getting any access to private information and private files as the project begins. 

More…

To read entire paper, click here

 

Editor’s note: Student papers are authored by graduate or undergraduate students based on coursework at accredited universities or training programs.  This paper was prepared as a deliverable for the course “International Contract Management” facilitated by Dr Paul D. Giammalvo of PT Mitratata Citragraha, Jakarta, Indonesia as an Adjunct Professor under contract to SKEMA Business School for the program Master of Science in Project and Programme Management and Business Development.  http://www.skema.edu/programmes/masters-of-science. For more information on this global program (Lille and Paris in France; Belo Horizonte in Brazil), contact Dr Paul Gardiner, Global Programme Director [email protected].



About the Author


Sarah Chaouche

Paris, France

 

 

Sarah Chaouche is a French “Programme Grande Ecole” Student, currently pursuing a double Master in Project and Programme Management,  and Human Resources and Performance Management.  She attended two internships, in Construction and Food Industry with HR orientated developments and projects. She seeks further experience in order to apply and develop her knowledge and skills.

Sarah can be contacted by email at [email protected] or via Linkedin https://www.linkedin.com/in/sarah-chaouche-073064a5/.