Disclosure Scope Disputes

Disclosure scope disputes occur when there is disagreement between parties regarding the scope and extent of the information covered by a non-disclosure agreement (NDA). This can include disputes over what constitutes confidential information, the breadth of information subject to protection, and the boundaries of permissible disclosures.

Common Causes

  • Ambiguous Language: Lack of clarity or specificity in the language used to define the scope of confidential information in the NDA.
  • Changing Circumstances: Changes in business operations, technology, or industry practices that impact the scope of information subject to protection.
  • Differing Interpretations: Varied interpretations of what constitutes confidential or proprietary information by the parties involved.
  • Overlapping Agreements: Conflicts between multiple NDAs or other contractual agreements that govern the same or similar information.
  • Inadequate Identification: Failure to properly identify and classify the information covered by the NDA, leading to disputes over what should be protected.

Helpful Insights 

Clear and precise drafting of NDAs is crucial for minimizing disclosure scope disputes. Parties should carefully define the scope of confidential information, including specific categories of information, exclusions, and limitations on use or disclosure. Additionally, regular communication and collaboration between parties can help clarify expectations and resolve disputes before they escalate.

Disclosure Duration Disputes

Disclosure duration disputes arise when there is disagreement between parties regarding the duration or term of confidentiality obligations under an NDA. This can include disputes over the length of time for which information must be kept confidential and the circumstances under which confidentiality obligations may be terminated or modified.

Common Causes

  • Unreasonable Duration: Perceived or actual excessive length of confidentiality obligations, making it burdensome or impractical for the disclosing party.
  • Changed Circumstances: Changes in business relationships, market conditions, or legal requirements that impact the need for continued confidentiality.
  • Competitive Pressures: Pressure to shorten confidentiality obligations to facilitate collaboration or information sharing with third parties.
  • Lack of Flexibility: Rigidity in NDA terms or failure to include provisions for periodic review or modification of confidentiality obligations.
  • Misalignment of Interests: Differences in the perceived value or importance of maintaining confidentiality between the disclosing and receiving parties.

Helpful Insights

Balancing the need to protect confidential information with the practical realities of business operations is essential for resolving disclosure duration disputes. NDAs should specify a reasonable duration for confidentiality obligations that reflects the nature of the information and the parties’ interests. Including provisions for periodic review and mutual agreement on confidentiality terms can help address changing circumstances and prevent disputes.

Disclosure Enforceability Disputes

Disclosure enforceability disputes occur when there is disagreement over the validity and enforceability of an NDA. This can include disputes over whether the NDA is legally binding, enforceable under applicable laws, or enforceable against specific disclosures or recipients of information.

Common Causes

  • Invalid or Unenforceable Terms: Inclusion of provisions or clauses in the NDA that are contrary to applicable laws or public policy, rendering the agreement unenforceable.
  • Lack of Consideration: Failure to provide adequate consideration or benefits to the parties entering into the NDA, leading to challenges regarding the validity of the agreement.
  • Procedural Deficiencies: Errors or deficiencies in the drafting, execution, or administration of the NDA that undermine its enforceability.
  • Jurisdictional Differences: Variations in state or country-specific laws governing the enforceability of NDAs, leading to disputes over jurisdiction and applicable legal standards.
  • Competing Agreements: Conflicts between the terms of the NDA and other contractual agreements or legal obligations that impact enforceability.

Helpful Insights

Ensuring the enforceability of NDAs requires careful consideration of legal requirements and best practices. Parties should seek legal advice to draft NDAs that are tailored to specific circumstances and compliant with applicable laws. Prioritizing clarity, fairness, and mutual benefit in NDA terms can enhance enforceability and reduce the likelihood of disputes.


What is non-disclosure agreement mediation?

Non-disclosure agreement mediation is a process where a neutral third party facilitates communication and negotiation between parties involved in a dispute over the terms or enforcement of an NDA.

How does non-disclosure agreement mediation work?

In non-disclosure agreement mediation, the mediator helps the parties explore their interests, identify common ground, and work towards a mutually acceptable resolution. The mediator does not impose decisions but assists the parties in reaching a voluntary agreement.

Is non-disclosure agreement mediation legally binding?

Non-disclosure agreement mediation is typically non-binding, meaning that the parties are not obligated to accept the mediator’s recommendations. However, if an agreement is reached, it can be formalized into a legally binding contract, depending on the circumstances and jurisdiction.

When should non-disclosure agreement mediation be considered?

Non-disclosure agreement mediation should be considered when parties are unable to resolve disputes over NDAs through direct negotiation or when there is a desire to explore alternative dispute resolution methods before resorting to litigation.

What are the benefits of non-disclosure agreement mediation?

Non-disclosure agreement mediation offers several benefits, including confidentiality, cost-effectiveness, preservation of business relationships, and the opportunity for creative problem-solving. It can also help prevent protracted legal battles and minimize the disruption to business operations.

How long does non-disclosure agreement mediation take?

The duration of non-disclosure agreement mediation varies depending on the complexity of the issues and the willingness of the parties to engage in the process. Some disputes may be resolved in a single session, while others may require multiple sessions over several weeks or months.

Who can participate in non-disclosure agreement mediation?

Any party involved in a dispute over an NDA, including disclosing and receiving parties, can participate in non-disclosure agreement mediation. In some cases, legal representatives or advisors may also be involved to provide support and guidance to the parties during the mediation process.