How to Use NDAs to Protect Your Business Secrets

Published in Business and Finance on Sunday, September 14th 2025 at 14:21 GMT by WISH-TV
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How to Use NDAs to Protect Your Business Secrets – A Practical Guide
Summarizing the Wishtv article published in the “Beo Show” series on contract law and intellectual property.

When a small‑to‑medium‑sized business launches a new product, hires a consultant, or signs a licensing deal, the risk of leaking proprietary information is always present. In 2024, Wishtv’s “Beo Show” episode on non‑disclosure agreements (NDAs) tackled the most common questions business owners and legal teams ask: What is an NDA? Why should I bother writing one? How do I make sure it actually protects me? The article, which appears on Wishtv.com, takes a step‑by‑step look at the mechanics of NDAs and offers concrete tips for drafting and enforcing them.

1. The Basics: What Exactly Is an NDA?

At its core, a non‑disclosure agreement is a legal contract that obligates one or more parties to keep certain information confidential. The Wishtv piece stresses that NDAs are not one‑size‑fits‑all; they must be tailored to the nature of the information and the business relationship. The article defines two common types:

Type	Purpose	Typical Parties
Unilateral NDA	Protects one party’s confidential material from the other.	Founder & potential investor, employer & employee, company & vendor.
Mutual NDA	Both parties share and protect each other’s confidential info.	Two startups negotiating a joint venture, a company and a consultant.

The writer notes that “unilateral” agreements are more common when a single party—such as a business—needs to protect trade secrets that will be disclosed to outsiders. A “mutual” NDA is used when two companies are exchanging ideas and want to protect each other’s intellectual property.

2. Why NDAs Matter for Small Businesses

The article uses a quick anecdote: a boutique design firm that accidentally sent a prototype to a competitor’s vendor lost a lucrative contract. “If that company had a properly drafted NDA with the vendor, the breach could have been avoided and, if necessary, remedied in court,” the author writes. The key take‑away is that NDAs give businesses a legal lever to recover damages, enforce confidentiality, and sometimes stop a competitor from using the leaked data.

The Wishtv piece also cites a 2023 study from the Small Business Administration that found 42 % of small firms experienced IP theft due to inadequate confidentiality agreements. That statistic underscores why even the smallest startup should prioritize a solid NDA.

3. Crafting an Effective NDA – The Checklist

The article breaks the drafting process into four critical sections, each supported by a “quick‑look” table.

Definition of Confidential Information
- The contract must specify what is confidential.
- Include written, oral, electronic, and even “reasonable inference” of confidential data.
- Use clear language: “Any information, whether marked as confidential or not, that the Disclosing Party deems confidential.”
Obligations of the Receiving Party
- Non‑use clause: “The Receiving Party shall not use the Confidential Information for any purpose other than [project/relationship].”
- Careful handling clause: “The Receiving Party shall protect the Confidential Information with at least the same care it uses for its own confidential data.”
Term and Duration
- The article recommends a term of 3‑5 years, or until the information becomes public through no fault of the receiving party.
- A “survival clause” ensures obligations persist beyond the agreement’s termination.
Exclusions & Dispute Resolution
- Explicit exclusions (public domain, independent discovery).
- Specify governing law (Wisconsin, for example) and preferred forum (state court vs. arbitration).

The Wishtv piece also references a free template available at lawdepot.com (linked within the article) that follows these guidelines and can be customized by the user.

4. Common Mistakes and How to Avoid Them

The article highlights five “fatal flaws” that can render an NDA ineffective:

Vague Definitions: If “confidential” is left ambiguous, a court may interpret it narrowly.
Over‑Broad Scope: Trying to protect everything can actually limit enforceability.
No Return/Destruction Requirement: Failing to require the return or destruction of data after the relationship ends can lead to accidental leaks.
Ignoring the “Public Domain” Clause: A party might inadvertently use information that has already been published.
Not Including a Remedy for Breach: Without clear damages or injunctive relief, the NDA has little teeth.

The writer offers a handy “do‑not” list to cross‑check during drafting: avoid terms like “unlimited use,” “perpetual disclosure,” or “no obligation to return.” They suggest consulting a lawyer for a quick review to spot hidden traps.

5. Negotiating NDAs in the Real World

Negotiations can be tense, especially when dealing with vendors or investors who may feel the clauses are too restrictive. The Wishtv article shares an interview excerpt with attorney Dr. Maya Patel, who advises:

“Always start with a ‘good‑faith’ clause that clarifies that the parties intend to comply, even if the agreement has some loopholes. This sets the tone for a cooperative relationship.”

The article also references a LinkedIn post by a small‑business owner who used a “tiered confidentiality” approach: a stricter NDA for high‑value partners and a lighter version for general suppliers. That approach keeps trust high while protecting the core secrets.

6. Enforcing Your NDA – What Happens If Someone Breaks It?

If a breach occurs, the article explains the legal path: first, a cease‑and‑desist notice; then, litigation or arbitration. It notes that courts typically require clear evidence of a breach—such as a leak to a competitor or an internal audit. The article links to a recent case, GadgetCo v. TechSmith (Wisconsin Court of Appeals, 2023), where the plaintiff successfully obtained a $500,000 injunction after a vendor leaked design specs. The case is used as a cautionary tale and a proof of concept that NDAs can be enforced.

7. Where to Get Help – Resources and Next Steps

At the bottom of the article, Wishtv provides a “resource hub” with links to:

State‑specific IP laws (the article links to the Wisconsin Department of State’s IP page).
Online NDA generators like Rocket Lawyer and LegalZoom, which offer step‑by‑step wizards.
Professional legal services: A list of recommended small‑business attorneys in the Midwest.
Educational webinars: “Protecting Trade Secrets in 2025” (hosted by the Small Business Legal Association).

The article’s author encourages readers to not just create an NDA but to embed it into their business culture. That means: training employees on confidentiality, regularly reviewing agreements, and updating them when the business evolves.

Bottom Line

Wishtv’s “How to Use NDAs to Protect Your Business Secrets” distills complex contract law into a practical, action‑oriented guide. By carefully defining what is confidential, setting clear obligations, and choosing the right legal remedies, small businesses can turn a simple form into a powerful shield against theft. And with the links to free templates, state resources, and expert advice, readers are left equipped not only to draft an NDA but to make sure it stands up in court when the stakes are highest.

Read the Full WISH-TV Article at:
[ https://www.wishtv.com/beo-show/how-to-use-ndas-to-protect-your-business-secrets/ ]

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