Assignment of Non Disclosure Agreement

When it comes to conducting business, confidentiality is often a top concern. This is why non-disclosure agreements (NDAs) are frequently used to protect sensitive information. In fact, many companies require employees, consultants, and contractors to sign NDAs as a condition of their employment or work.

However, in some cases, companies may need to transfer the rights and responsibilities outlined in an NDA to another party. This is known as an assignment of non-disclosure agreement, and it`s important to understand the process and implications involved.

What is an Assignment of Non-Disclosure Agreement?

An assignment of non-disclosure agreement is when one party transfers the rights and obligations of an NDA to another party. This often occurs during mergers and acquisitions, when a company is sold or when a project is outsourced to a third-party vendor. An NDA assignment allows the new party to access and use the confidential information while maintaining the level of secrecy and confidentiality agreed upon in the original NDA.

How to Assign an NDA

Assigning an NDA requires careful consideration and legal expertise. The process typically involves the following steps:

1. Review the original NDA: The first step in assigning an NDA is to carefully review the original agreement. Determine what information is covered, how it can be used, and who is bound by the agreement.

2. Identify the new party: Identify the new party who will be taking over the NDA duties. This could be a new company, a third-party vendor, or a department within the same organization.

3. Negotiate the assignment: Once the new party is identified, negotiate the terms of the NDA assignment. This may involve negotiating new terms or amendments to the original agreement.

4. Execute the assignment: Once the new terms are agreed upon, execute the assignment of the NDA. This typically involves signing a new agreement or an amendment to the original agreement.

Implications of NDA Assignments

Assigning an NDA can have significant legal and business implications. Some things to consider include:

1. Liability: The original party may still be held liable for any breaches of the NDA after it has been assigned.

2. Confidentiality: It`s important to ensure that the new party understands the level of confidentiality required and agrees to maintain the same level of secrecy as the original agreement.

3. Third-party rights: The assignment may have an impact on third-party rights, such as those who are not part of the original NDA but may be affected by the confidential information.


An assignment of non-disclosure agreement is an important process that requires careful consideration and legal expertise. It`s important to review the original NDA, identify the new party, negotiate new terms if necessary, and execute the assignment properly. Understanding the legal and business implications of an NDA assignment is also critical to ensure that confidentiality is maintained and the rights of all parties are protected.