5 Things to Look for in a Mutual Nondisclosure Agreement

Calling all Coaches – life, business, health and wellness: how are you protecting your intellectual property (IP) – all those hand-outs, workbooks, methods and processes that you worked hard to develop for use with your Clients?  How are you showing your Client’s that you respect and protect the sensitive and personal information they share with you?

There’s one document that can do this and give you each peace of mind – a nondisclosure agreement (sometimes also referred to as a confidentiality agreement).



Types of Nondisclosure agreements:


  1. When one person or business is agreeing to keep information private and confidential – this is a unilateral nondisclosure agreement.  


  1. When two people (or businesses) agree to share information, and each keep the other’s confidential – that is a mutual nondisclosure agreement.


So, are you a Coach ready to implement a mutual confidentiality agreement or a Client being asked to sign one?   Here’s 5 important things to include or look for:

The Parties

Correctly identify the parties.  Who is actually sharing and receiving the information, and who is responsible for keeping it confidential?  


Is It Actually Mutual?


Carefully read the language to ensure that the agreement is actually mutual and places requirements on each party.  Each party should be agreeing to keep the specified information confidential – otherwise it isn’t mutual.  


What Is Confidential?


The agreement should be as clear as possible about what is (and what is not) deemed confidential information. You don’t need a specific list, itemizing each confidential piece of information, but the agreement should indicate what each party will receive and must keep as confidential (e.g., financial information, client lists, access to IP, etc.).


Limits on Use


If there are limitations on use of the confidential information – and there should be – the limitation needs to be clearly defined, including limitations on who has access – such as stating that employees will only receive as much information as needed to perform their roles and only on a need-to-know basis.  If and when the information needs to be returned (or destroyed) should also be clearly stated.


What Law Applies


If the parties are in different states, the agreement should specify which state’s laws apply.  And typically tied to the choice of applicable state law is also the choice of venue – where can a complaint or lawsuit be filed?  The party drafting the agreement usually sets what state laws and venue apply.


Applying this to the Coaching Relationship

So, for Coaches and Clients – what does all this mean? Coaches and their Clients share a good deal of confidential information that should be protected.  A mutual nondisclosure is your first and best line to protect this information.


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