What Is A Non-Disclosure Agreement?

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What Is A Non-Disclosure Agreement?

Chloe Seaman
November 8, 2018

In an effort to keep the goings-on at the White House hush-hush, it’s alleged that President Donald Trump insisted all staff sign non-disclosure agreements (NDAs). These documents are meant to keep former and current staff members from sharing details of anything and everything that happens during their tenure, but NDAs can’t always keep someone from spilling secrets, especially if such secrets relate to matters benefitting from whistleblower protection.

In August 2018, Omarosa Manigault Newman revealed in a book that Trump offered her a high-paying job as a senior adviser, but it came with an ironclad NDA that he required her to sign. She only signed one before her work in the White House, both while working for Trump, the businessman, and then for Trump, the candidate.

Being required to sign an NDA, or in its stead, an employment or consultant agreement containing robust confidentiality clauses, is rather common for both public and private sector personnel. However, usually that would translate to a duty of confidentiality between the staff member and the employer, which in this scenario might have been the U.S. Government or the White House proper, rather than the specific sitting president by name.

It can be argued that employees of the White House do not work for Trump de jure, but rather, for the United States or its particular subdivision, the White House. Accordingly, some might try and argue that such an NDA might not hold up in court, whereas an NDA issued by Trump for those individuals working directly for one of his companies certainly should. Others submit that an NDA executed between two parties should nevertheless withstand scrutiny, especially as part of a relationship  bargained-for and exchanged with due consideration.

What Is A Non-Disclosure Agreement?

An NDA is a legal document that is meant to ensure that all parties privy to trade secrets or proprietary information will keep that information under wraps. It’s basically a contract intended to keep businesses’ secrets, well, secret.

Why Would Someone Issue An NDA?

Businesses work hard to create new products, manufacturing processes, and secure clients. If employees went around blabbing about what they know, it could hurt a business’ bottom line. An NDA, or confidentiality agreement, can discourage employees from divulging sensitive information during or after their tenure.

It isn’t just businesses that make use of NDAs, though. Celebrities often use NDAs to keep assistants, lovers, and others quiet about inappropriate behavior. For example, actor Leonardo DiCaprio had his employees sign an agreement in which they promised not to sue him for exposing them to various offensives behavior, jokes, conversation, and banter relating to race, sex, sexual orientation and other sensitive topics.

Harvey Weinstein, the famous producer who was recently accused of sexually assaulting and harassing women in Hollywood, allegedly had women sign NDAs to stifle them and prevent them from going to authorities. Zelda Perkins worked as an assistant to Weinstein and claims that the NDA she was required to sign was “morally lacking,” and included clauses that would prevent her from speaking even to medical practitioners (absent a secondary NDA) about anything related to Weinstein.

What Happens If You Breach An NDA?

If you break your silence after signing an NDA, two things may happen: You could be sued for damages, or possibly nothing will occur. If an NDA is meant to keep you quiet when discrimination or harassment occurs, that is more likely to be deemed unenforceable and those related portions of the contract non-binding. If you spill the beans about trade secrets, though, you may have to cough up a pretty penny as a penalty.

Remember, if you are sued for breaking an NDA, the resulting lawsuit could end up in your public records. Run a background check on yourself today to see what information others might find on you.

Disclaimer: The above is solely intended for informational purposes and in no way constitutes legal advice or specific recommendations.