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How to Create an NDA - Best Practices to Know

Download the PDFExample of a created NDA on an office table

Most businesses will have employees, freelancers, and anyone with access to trade secrets to sign a non-disclosure agreement. This ensures that the person or company is legally bound to keep certain information a secret. Knowing what to include and how to structure the NDA however, is not something that comes naturally. This best practice guide will help make everything clear on how to create an NDA.

Content of an NDA

It doesn't matter what kind of non-disclosure agreement is being created. Certain elements should always be included to ensure that the agreement protects secrets of the business. These elements include:

Definition: This is the most important element as it defines what is considered confidential. The NDA has to specify what is considered a trade secret but should not directly mention the secret. For example, it can mention customer contacts or food recipes without actually revealing any contacts. Avoid broad terms like “business practices” and instead define such practices without going into detail.

Non-Use Clause: The NDA should restrict more than just revealing secrets but also the use of such secrets. Usually, this clause prohibits the use of secrets learned for the duration of the project. This means the individual or business cannot work on a similar project for a competitor and use the same algorithms, production road map, recipe, etc for the stated duration. This clause however shouldn't prevent the other party from working on similar projects in the future. Although some organizations may include a Non-Compete clause in this section, it is usually rejected by the other party since it hinders future employment.

Third-Party Inclusion: Sometimes the party must include a third party to help complete the project. This section provides for such circumstances and binds the associate to the NDA. It is necessary to define who is considered an associate and what kind of information may be shared with such a party. There should also be a provision for the disclosing party to be notified if an associate will be involved.

Duration: This provision spells out the period through which the NDA applies. Usually, this is between 2 to 5 years. If the duration is too long, most people will decline to sign it and if it is too short, the organization will have their secrets in the hands of competitors too quickly for them to have a strong foothold in the market.

Return Provision: This clause requires that the recipient of secret information is expected to return or destroy particular documents on request from the provider. Such information needs to be defined in this section and the action to be taken must also be clearly stated. This can include digital documents, actual files, receipts as well as tools like seals, keys, and so on.

Arbitration Provision: Time, money, and stress can be saved if you have in place an option for settling disputes. You do not need to go to court every time there may be a problem. The arbitration provision spells out what procedures will be followed to resolve disagreements outside of the court, but laws governing this provision need to be included. Different jurisdictions may require certain procedures for arbitration.

Audit Rights: Where applicable, a clause can be included that allows the provider of information the right to audit the way information and tools are being used by the other party. This is particularly for NDAs that involve the performance of duties on separate premises. An example is an outsourced firm creating software on behalf of another.

Signatures: Simply reading through an NDA and saying you agree isn't enough. For the document to be legally binding, both parties should append their signatures. It is more important that the party being provided with the secrets signs the NDA.

Final Advice

An NDA can be a complex document to create, because of this modern companies resort to technology to ease the process. The use of templates and automation of these documents can help ensure that all the necessary elements are included in the NDA and the company’s secrets are fully protected under the agreement. It is also cheaper since you do not need to involve a technical person every time you need to draft a non-disclosure agreement.

Windward offers the best automatic agreement generator that can help you create NDAs in a matter of few seconds by using templates and dynamic data. Try us free before you buy for the next 14 days - download our free trial today.

Tags Start & End

Tags Can Start & End Anywhere

Appendix B

.NET code for multi-page image output

Appendix A

Java code for multi-page image output

Data Bin Search

The Data Bin can now be searched to find a table, column, node or other piece of data without scrolling through it all.

Shrink to Fit

This will shrink the contents of a cell until it fits the defined cell size.

Time Zone Conversion

A new Windward macro has been added to help with converting dates and times from UTC time to the local time zone.

Image Output Format

New image output formats added.

PostScript Output Format

PostScript, commonly used with printers and printing companies, has been added as an additional output format.

New and Improved Datasets (Designer, Java Engine, .NET Engine)

Datasets have been re-written from scratch to be more powerful and easier to use.

Stored Procedure Wizard (Designer)

This works for all tag types that are connected to a SQL-based data source (Microsoft SQL Server, Oracle, MySQL, or DB2).

Boolean Conditional Wizard (Designer)

Before, conditional statements could only be written manually. Now they can also be built using our intuitive Wizard interface.

Reorganized Ribbon

The ribbon menus have been re-organized and consolidated to improve the report design workflow.

XPath 2.0 as Data Source

Adds various capabilities such as inequalities,descending sort, joins, and other functions.

If you've just discovered us, we're excited. Learn more about Windward document automation software now.

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SQL Select Debugger

SQL Select  Debugger

  • The look and feel was improved
  • Stored Procedure Wizard
  • Improved Exceptions pane

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Tag Editor/Tag Selector

Added a Query tab as a field for typing or pasting in a select statement

  • Color Coding of Keywords
  • TypeAhead
  • Evaluate is now "Preview"

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Rename a Datasource

All tags using that Data source will be automatically updated with that name.

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Connecting to a Data Source

New single interface to replace 2 separate dialog boxes

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Tag Tree

Displays of all the tags in the template, structured as they are placed in the template. This provides a simple & intuitive way to see the structure of your template. Also provides the capability to go to any tag and/or see the properties of any tag.

Added Javelin into the RESTful Engine

If you've just discovered us, we're excited. Learn more about Windward document automation software now.

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Support for Google Application Engine Integration

The ability to integrate the Windward Engine into Google’s cloud computing platform for developing and hosting web applications dubbed Google Applications Engine (GAE).

If you've just discovered us, we're excited. Learn more about Windward document automation software now.

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Additional Refinement for HTML Output

  • Improved indentation for ordered and unordered lists
  • Better handling of template header and footer images
  • Better handling for background images and colors

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Redesigned PDF Output Support

This new  integration will allow for processing of complex scripts and bi-directional  text such as Arabic.  Your PDF output  will be much tighter and more closely match your template, and we’ll be able  to respond rapidly to PDF requests and fixes.

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PowerPoint Support

Includes support for new ForEach and slide break handling, table header row repeat across slide breaks, and native Microsoft support for charts and images.

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Tags are Color Coded

Tags are color coded in the template by type, making it easy to visually identify them.

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Increased Performance

Version 13’s core code has been reworked and optimized to offer a reduced memory footprint, faster PDF generation and full documentation of supported features and limitations in the specifications for DOCX, XLSX and PPTX.

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Advanced Image Properties

Documents can include advanced Word image properties such as shadows, borders, and styles.

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Improved HTML Output

Windward has updated HTML output to reflect changing HTML standards.

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Version 13 New Data Sources

Windward now works with a slew of new datasources: MongoDB, JSON, Cassandra, OData, Salesforce.com

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Generate Code

The Generate Code tool in the designer allows you to open an existing template and, with a click of a button, automatically create a window with the code needed to run your current template with all data sources and variables. Simply copy this code and paste into your application's code in the appropriate place. You now have Windward integrated into your application.

You only need to do this once. You do not do this for each template. Instead, where it has explicit files for the template and output, change that to parameters you pass to this code. Same for the parameters passed to Windward. This example uses explicit values to show you what to substitute in where.

Pivot Tables Adjusted in Output

Any pivot tables in an XLSX template are carried over to the XLSX output. The ranges in the pivot ranges are adjusted to match the generated output. So your final XLSX will have pivot tables set as expected in the generated file.

This makes creating an XLSX workbook with pivot tables trivial.

Imported Template Can be Set to Match the Parent Styles

In an imported sub-template, if its properties for a style (ex. Normal) differ from the parent template's properties for the style, the use in the sub-template can be set to either use the properties in the sub-template, or the properties in the parent.

You set to retain when you don't want the child template's styling to change when imported. You set to use the parent when you want the styling of the imported template to match the styling in the parent.

Any explicit styling is always retained. This only impacts styling set by styles.

Tags can be Placed in Text Boxes

Tags can be placed in text boxes. Including linked text boxes. This gives you the ability to set the text in a textbox from your data.

Tags can be Placed in Shapes & Smart Art

Tags can be placed in shapes & smart art. This gives you the ability to set the text in a shape from your data.

HTML Output Supports Embedded Images

When generating HTML output, the engine can either write bitmaps as distinct files the generate HTML references, or it can embed the images in the HTML providing a single file for the output.

Footnotes & Endnotes can Have Tags

You can place tags in pretty much any part of a template, including in footnotes & endnotes.

Document Locking Supported in DOCX & XLSX

Any parts of a DOCX or XLSX (PowerPoint does not support this) file that are locked in the template, will be locked the same in the output.

Specify Font Substitution

If a font used in the template does not exist on the server generating a report, the font to substitute can be specified.
In addition, if a glyph to be rendered does not exist in the font specified, you can specify the replacement font. This can be set distinctly for European, Bi-Directional, and Far East fonts.

Process Multiple Datasources Simultaneously

If you need this - it's essential. And if you don't need it, it's irrelevant.

Windward enables you to build a document by applying multiple datasources to the template simultaneously. When Windward is merging the data into a template, it processes the template by handling each tag in order, and each tag pulls from different datasources. (As opposed to processing all of one datasource, then processing the next.)

This allows the select tag to use data from another datasource in its select. For example, if you are pulling customer information from one data source, you can then pull data from the sales datasource using the customer ID of the customer presently processing to pull the sales information for that customer. If you're interested in patching together your data from multiple datasources, read this post on our blog.

Written by:_
Genesis Abel

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