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What are Non-Disclosure Agreements (NDAs)?
A non-disclosure agreement (NDA) is often part of a contract of employment or services. Its objective is to keep sensitive information about an organization, the products or services it offers and its customers confidential, particularly from competitors. Morgane Peng, Design Director at Societe Generale CIB, introduces the topic in this video:
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NDAs come in two main forms:
Mutual NDAs bind both parties to maintain each other’s defined confidential details, while
Unilateral (one way) NDAs address confidentiality for only one of the parties.
The latter are used in contracts of employment or services. Mutual NDAs would be used in business-to-business relationships.
What is Confidential Information?
Confidential information is usually defined in the NDA itself, but it is likely to include financial, contractual or technical details that could damage the organization if divulged. This will include information that could benefit the organization’s competitors. Common examples are:
Technical, engineering, scientific research and development
Manufacturing or research processes
Employee lists or salary details
Financial performance or projections
When is an NDA Used?
A non-disclosure agreement may form part of a contract of employment or services. It can sometimes appear as a confidentiality clause, or it might be a separate contract altogether. NDAs may be created as a part of contract termination, but the validity period for this kind of agreement can vary according to the jurisdiction. For example, in the UK, NDAs outside of an ongoing contractual relationship are deemed valid for between three and five years. So that would be the case when an NDA is created under UK laws.
Whose Laws Apply?
When two parties to an NDA are in different countries, there are two separate legal considerations:
Jurisdiction: This is the country whose laws will be applied to the contract. If we used the example above regarding period of validity, a separate NDA that was to be enforced for 10 years may not be considered lawful under UK jurisdiction.
Governing country: This is where a legal challenge or enforcement of the NDA would be heard. From an employee’s or service provider’s point of view, this would ideally be their country of residence.
When negotiating an NDA, it is common for the jurisdiction to be the agreement originator’s country and the governing country to be the residence of the second party.
Common Problems with NDAs
The behaviors outlined in NDAs must be reasonable and lawful. There are several common stumbling points when drafting them:
Broad language. If an NDA is too broad in duration or scope, it may be declared void in court.
Not confidential information. If an NDA covers information that has already been supplied or is public knowledge, a court may consider the agreement to be irrelevant.
Not lawful. Ethical, behavioral, safety or criminal issues that should be reported cannot be addressed in an NDA. For example, it would be unlawful for an NDA to cover sexual harassment or whistleblowing in most jurisdictions.
No consideration. For agreements to be lawful, there must be some benefit to both parties. This is quite clear if part of a contract of employment or services. But in other cases, if the agreement is entirely one-sided, it may not be binding.
How an NDA Might Affect an Employee or Service Provider
If you are being asked to sign an NDA or confidentiality agreement at the end of your contract, you are generally under no obligation to do so. You might wish to take legal advice.
NDAs in Design
Design projects can make clients vulnerable since they need to share potentially sensitive information as part of their brief. They are likely to want to protect this information with a non-disclosure agreement. Here are some typical scenarios:
A project that will be presented to potential partners, investors or distributors.
Any activities that require access to financial, marketing, technical or proprietary information.
A new product or service that is to be kept secret until a specific date.
Questions About Non-Disclosure Agreements (NDAs)? We've Got Answers!
What does NDA stand for in business?
The abbreviation NDA has several uses, but in business, it usually stands for Non-Disclosure Agreement. This contract, typically between two parties, limits what defined, confidential information about one or both parties may be disclosed to others.
What is an NDA?
An NDA, or non-disclosure agreement, is a contract, typically between two parties, that limits the disclosure of defined, confidential information about one or both parties to others.
What happens if you break an NDA?
Breaking an NDA, or non-disclosure agreement, is not a crime. Still, the originator of the agreement may be able to ask a court to impose financial penalties and associated legal costs if you do.
How long does an NDA last?
The validity of non-disclosure agreements or NDAs may vary by jurisdiction. An NDA that is part of a contract of employment or supply of services (sometimes also called a confidentiality clause) is likely to last for the lifetime of that contract. However, separate NDAs or those extending beyond the contract's termination may be valid for one to five years, depending on the governing laws. For example, in the UK, such an NDA is likely valid for three to five years.
How to write an NDA?
There are a variety of NDA templates available for free use, but be sure to choose one that’s valid for the laws of your country (the “jurisdiction”). These are the general steps:
Identify the confidential information
Describe how the confidential information must be treated
State any exclusions
Describe the obligations of the receiving part
State the duration of the agreement.
For multinational agreements, identify the jurisdiction (which countries’ law are to be used) and governing country (where a court case may be heard).
Can you break an NDA to report a crime?
This is a complicated question and dependent on jurisdiction. For example, as of March 2024 in the UK, the law permits victims of crime from reporting them regardless of the presence of an NDA:
Changes to the law announced today (Thursday 28 March) will clarify that NDAs cannot be legally enforced if they prevent victims from reporting a crime and will ensure information related to criminal conduct can be discussed with the following groups without fear of legal action:
police or other bodies which investigate or prosecute crime
qualified and regulated lawyers. -other support services such as counsellors, advocacy services, or medical professionals, which operate under clear confidentiality principles.
In the US, the general answer is “yes,” but many sources point out that it is not a straightforward situation. Seek legal advice if in doubt.
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How to Handle Non-Disclosure Agreements (NDAs) When You Write Your UX Case Study
Most designers are familiar with non-disclosure agreements. Usually, your employer asks you to sign such an agreement to prevent you from revealing confidential information. But when you write your UX case studies, your NDAs suddenly seem like an obstacle. How should you write about your design proj
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How to Handle Non-Disclosure Agreements (NDAs) When You Write Your UX Case Study
Most designers are familiar with non-disclosure agreements. Usually, your employer asks you to sign such an agreement to prevent you from revealing confidential information. But when you write your UX case studies, your NDAs suddenly seem like an obstacle. How should you write about your design projects if you’ve signed an NDA? Well, a simple solution is to ask for permission—but if that fails, there are other options you can explore. Let’s go through the basics of how to handle NDAs in your UX case studies.
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What are NDAs?
Let’s begin with a quick explainer of what non-disclosure agreements are. Companies usually ask people who work with them to sign these agreements to prevent the loss of trade secrets. That’s because there might be huge financial losses if a competitor finds out about how a company operates.
Your NDA restricts your ability to share confidential information relating to your work. So, what counts as confidential information? Most companies define what they mean by “confidential” in their NDA; nonetheless, to err on the side of caution, you should assume any information that isn’t publicly available is confidential.
This means if you signed an NDA, you by default cannot write a UX case study based on your project. Obviously, many UX designers write case studies about their projects—and they do so ethically and without contravening their agreements. How can you do the same?
Can’t You Just Ignore Your NDA…?
Well, no! If you could, we’d have renamed our headline “How to ignore your non-disclosure agreements”. Unfortunately, you’ll face some consequences if you willingly breach your NDA.
First, your company might act against you. They might file a lawsuit to demand compensation or provide a bad reference (or no reference, which can have the same effect) for your job applications. Even if it’s not likely that your employer will sue you—although you never know, depending on how serious the case is—there are other things you should consider, too.
Perhaps more importantly, you’ll likely look bad to a recruiter if you breach your NDA. If you freely, and without permission, reveal confidential information in your UX case studies and job interviews, then your recruiter will think you cannot be trusted with trade secrets. That’s disastrous for your job application, and it doesn’t make sense for you to take such a risk when the goal of your UX case study is to help you get a job.
So, to avoid any negative impacts on your job applications, you should never ignore your NDAs. Here’s what to do instead.
Public Content is Public
Websites and apps which are publicly available are always safe to use. That way, you’re free to include any public design results you’ve created in your case studies. This might not include content or designs which are behind a paywall—if your design is behind a paywall, read on to see what you could do. On top of that, you may also not be allowed to share the work process which led to the result. Here’s how you find out what you can and cannot do.
First, Read Your Contract
Find out the terms of your NDA. Your contract usually spells out what it considers “confidential”. Use it to determine if it’s okay to write about a project without getting permission from your employer. If in doubt, contact them about it, anyway.
Ask for Permission to Write About a Project
Next, ask your employer for permission to write a UX case study based on your project. You’ll most likely get the green light to go ahead as long as you clearly explain what you’ll include in your case study.
When you ask for permission, it’s best to make the following clear:
Which project(s) you will write about;
What parts of the project(s) you will include—for instance, which parts of the design process and even which images, sketches and screenshots you’ll use; and
Where you’ll display the case study—for instance, in your online UX design portfolio.
Even if you’ve not signed an NDA, you should still ask for permission! It’s a nice gesture, and you’ll demonstrate a great deal of professionalism.
Furthermore, you should always send your employer a copy of your final UX case study before you publish it, just in case you accidentally included sensitive information in it. Always ask for a green light.
Sanitize the Information You Include in Your UX Case Studies
Remember to sanitize the information you include in your case studies:
Remove unnecessary information that might reveal confidential details, especially if they don’t help explain your design skills and process.
Show percentages rather than the actual figures. For instance, instead of saying “we saw an increase in the monthly signups from 12,512 to 14,013”, write “we saw a 12% increase in monthly signups”. This way, you clearly communicate your impact without revealing too much.
Generalize the work you’ve done. Share your overall design process, rather than minute details of your project. Don’t share screenshots of detailed behind-the-scenes sketches if they are confidential. Instead, share sketches without confidential information and zoomed-out pictures of Post-its in an ideation session. You’ll cut down on the length of your UX case studies, too.
Sanitize your information before you ask your employer for permission to write your case study. That way, you’ll increase your chances of getting approved.
Ask for Permission to Talk About a Project in Private
If your employer doesn’t want you to publish a UX case study on your project, your next-best solution is to ask for permission to talk about your project to recruiters in private. This could be done either face-to-face, such as in a job interview, or by setting a password to your case study. This way, you can still demonstrate your skills to the people who matter the most in your job applications.
Again, clarity is key when you ask for permission to talk about your project in private. And you can take that from at least one good authority:
“Be specific. Ask your previous employer if you can show X + Y pieces. Let them know how you plan to explain X + Y pieces. Let them know specifically who you’ll be sharing it with, and why. This will give you a much better chance of being given permission to show your work.”
—Brittany Mederos, Senior Designer at Microsoft
If you can only talk about your project in private, then the UX case studies you show in your UX design portfolio should be brief summaries. In a paragraph, explain your job scope and role and end with a sentence that says you’ll be willing to talk more in an interview.
The same rule about sanitizing your information applies when you speak to recruiters about your projects! Don’t gush about minute details of your work. Instead, focus on general design processes. Use percentages if you must talk about numerical metrics. It can be hard to refrain from letting secret details slip in the heat of the moment in an interview. Remember, though—it pays to come across as trustworthy and honorable. Any good recruiter will prefer that over discovering someone who they think may give away secrets sometime in the future.
Don’t Blur or Black Out Parts of Your UX Case Study
If you really want to showcase your work for a client but cannot do so due to your NDA, you might have considered removing sensitive parts of your case study. This means removing or replacing all confidential information, such as client logos, financial data, user names and habits, etc.
However, we don’t recommend that you black out parts of your UX case study. This is because:
You still run the risk of violating your NDA if your employer or client finds out and is unhappy that you wrote your UX case study.
You might miss out or forget to remove some confidential information.
Information that you think can be included in your UX case study might turn out to be sensitive.
It provides a bad reading experience, as recruiters essentially get a story with gaping holes in it.
You’ll likely look bad to a recruiter if you freely risk revealing confidential information, and the recruiter will think you cannot be trusted with trade secrets.
As we mentioned above, you’ll be far better off doing your own personal project that demonstrates the same skills.
The Take Away
When you write your UX case studies, NDAs can feel like huge obstacles. Thankfully, they’re usually not. Companies just want to protect their trade secrets. So, as long as you sanitize your information and ask for permission to write your case study, you are likely to get the go-ahead.
We suggest you do the following to handle your NDA:
First, check your contract to learn the terms of your NDA.
Next, get permission to write about your project in a UX case study.
If that fails, ask if you can talk privately about your project, for instance in a job interview.
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