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NDAs That Work: Drafting, Negotiating and Enforcing Confidentiality Agreements That Protect the Deal

Master the skills to draft airtight agreements, eliminate costly loopholes, negotiate with leverage, and safeguard vital business intelligence in any deal.

Created byKristin Kreuder
BeginnerUpdated Oct 22, 2026
NDAs That Work: Drafting, Negotiating and Enforcing Confidentiality Agreements That Protect the Deal

What You'll Learn

  • check_circleIdentify the key business and legal functions of an NDA in commercial and transactional settings
  • check_circleDraft confidentiality provisions that reflect the purpose, sensitivity, and flow of information
  • check_circleNegotiate NDA terms that balance protection, practicality, and deal momentum
  • check_circleAssess trade secret, whistleblower, regulatory, and enforcement issues in NDA drafting
  • check_circleApply practical strategies for managing confidentiality obligations after execution

About This Course

Non-disclosure agreements are often treated as routine documents, but they can significantly influence the success of commercial negotiations, due diligence processes, and ongoing business relationships. Effective NDA drafting requires more than standard confidentiality wording; lawyers must consider the purpose of the agreement, the nature of the information being shared, the parties' commercial objectives, and the practical requirements for compliance and enforcement.

This course examines the practical approach to structuring, negotiating, and managing NDAs across commercial transactions. Participants will explore key drafting issues including confidential information, permitted disclosures, exclusions, trade secrets, data security, duration, enforcement mechanisms, and regulatory carve-outs. The session focuses on moving beyond boilerplate drafting to create confidentiality agreements that provide meaningful protection while remaining commercially workable across transactions, partnerships, and strategic relationships.

Key Topics Discussed:

  • NDAs as business risk management tools
  • Mutual versus one-way confidentiality agreements
  • Defining confidential information effectively
  • Oral disclosures, marked materials, and implied confidentiality
  • Permitted disclosures to affiliates, advisers, investors, and representatives
  • Managing recipient obligations and downstream disclosures
  • Exclusions from confidentiality obligations
  • Residual knowledge clauses and practical implications
  • Return, destruction, and retention of confidential information
  • Duration and survival of confidentiality obligations
  • Trade secret protection and enforcement considerations
  • Whistleblower protections, regulatory carve-outs, and DTSA notice requirements
  • Data security and operational compliance obligations
  • Remedies, injunctive relief, and enforcement strategies
  • NDA considerations in M&A, financing, licensing, procurement, and strategic partnerships

Your Instructor

Kristin Kreuder

Partner | Outside GC

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Kristin Kreuder has over 27 years of experience working with both public and private companies of all sizes (from start-ups to well-seasoned corporate giants), as well as individual entrepreneurs. She regularly handles a wide range of legal matters, including the analysis, structure, drafting and negotiation of a comprehensive variety of agreements related to commercial transactions, M&A, financing and private equity transactions, venture capital, licensing, marketing and sponsorship (including IP/content/software), and general corporate issues. Kristin hails from Long Island and now lives in Fairfield County, CT with her husband and two daughters. She is an avid fisherman, certified sailor and serves on the Board of Governors of the Minuteman Yacht Club in Westport, CT. Kristin volunteers her time for the benefit of her local community, including as an appointed member to the Weston Commission for the Arts for six years, teaching Mah Jongg classes, and serving as President of the Women’s Guild and on the Parish Council at St. Francis of Assisi parish. She is also a licensed NY Real Estate Broker and a licensed CT Real Estate Salesperson.

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Frequently Asked Questions

We are a registered provider with 300+ associations and regulatory bodies worldwide. We operate across 27 global markets including Canada, the US, Australia, and the UK. Every course page clearly displays its specific accreditations. Upon completion, you receive a professional certificate that can be validated online. Our certificates include all necessary accreditation details, credit hours, and completion dates, and are formatted specifically to meet the submission requirements of most global regulatory bodies.

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