How Non-Disclosure Agreements Apply To Business Website Designs

When working with clients, web designers may encounter a scenario where they are required to sign a non-disclosure agreement as part of the contract. The situations in which this might occur include businesses that divulge sensitive information that the web designer might need, such as the background to some of the content created, or it might be commercially sensitive information relating to the company’s marketing that ties in with the website.

Whatever the reasons and whoever the client may be, the first time any web designer encounters a stipulation that they must sign a non-disclosure agreement can be unnerving. Our first advice would be to seek advice from a lawyer to ensure that they are not signing up for something whose terms are too rigid and likely to leave them exposed to legal action.

However, in most cases, the non-disclosure agreement will be standard although it will have some specific references to the client. As such, if you know what a non-disclosure agreement is, then it should come as less of a shock when you are presented with one. To that end, here is all you need to know about non-disclosure agreements as they apply to website designs.

  • A nondisclosure agreement (NDA) is a legal document to protect one or both parties whenever they enter into a formal arrangement. In the case of web design, it will mainly be used to protect the confidentiality of a client’s information.
  • NDAs can either be one-way or mutual. One-way means that just one of the party’s information is subject to the NDA, whereas mutual means that both the client and the web designer are agreeing not to share the other’s information
  • An NDA must clearly define what information is to be kept confidential. This must be concise and specific and leave no room for ambiguity or confusion.

  • The length of time that an NDA is valid can vary, ranging from just a few weeks to many years. Website designs, they are unlikely to be forever as a court would deem this excessive. The usual maximum is around three years.
  • An NDA must be deemed to be reasonable for it to be enforceable. If there are terms that make it impossible for a web designer to comply with it, then a court might refuse to enforce the NDA.
  • For an NDA to be deemed valid and enforceable, both the client and the web designer must sign it. An NDA missing either signature will be deemed nothing more than a worthless piece of paper by a court.
  • If information is given to a web designer before an NDA is presented to them, it will be difficult to claim that this information is covered by the NDA, especially if that information has already been shared elsewhere.
  • NDAs are not the only form of protection a business should rely upon to protect conferential information. It should also have security and data protection protocols in place.
  • An NDA can only be enforced if it has been drafted property, the terms therein are reasonable, and it has been signed. An enforceable NDA means a business can take out an injunction and also seek financial compensation should the web designer breach it.
  • An NDA should indicate which jurisdiction’s laws apply. This is important to know for those web designers who work for clients in different states or overseas clients, and who might not be familiar with legislation beyond their locale.