Write-Up for Non-Disclosure Agreement & Legal Agreements Project

When you mention the word outsourcing, the first thing that usually comes to mind is
subcontracting a business’ call center operations somewhere offshore – where labor is cheap and
the quality of customer service offered is sub-par. Over the years, however, outsourcing has
become a more solid industry when the contract is not necessarily taken offshore, but is still
subcontracted to a third party company.

The reason why outsourcing has become such a common business practice in the first place is
due to the savings that a company will incur in terms of labor, capital, resources and technology.
Aside from that, this business practice allows small, medium and even the large-scale
entrepreneurs to focus on their core operations.

This is precisely the reason why outsourcing professionals have also been abound the business
industry. If you’re an outsourcing professional, you can be an expert at any of the following
fields of work:
• Accounting
• CAD Drafting
• Customer Service
• Content Writing
• Facilities Management
• Graphic Design
• Human Resource
• Information Technology
• Market Research
• Real Estate Management
• Telemarketing
• Web Development

What is a Non-Disclosure Agreement?

Now that you already have an idea about what outsourcing professionals do, let us have a
comprehensive definition of one of the most important tools that they need to have: an NDA or a
Non-Disclosure Agreement.

Also known as CDA or Confidential Disclosure Agreement, Proprietary Information Agreement

or PIA, confidentiality agreement or secrecy agreement, this is a legal contract between two
parties which depict the restriction of access by a third party to what is considered as confidential
material, knowledge of information shared with one another. For example, the NDA between a
client and a content writer should indicate that the output of the work provided for the client
should by no means be re-used by the content writer for any other purpose. Another scenario is
that the content writer can have sole rights to his or her work.

At the end of the day, what the NDA protects is the interest of both the service buyer and the
service provider – especially when it comes to the intellectual property rights of an outsourcing
professional’s work, and how each individual party may use the work produced on the outset of a
contract. Simply put, an NDA creates that confidential relationship between the outsourcing
professional and the client so that proprietary information, confidential knowledge or trade
secrets will all be protected.

The Importance of an NDA from a Client’s & an Outsourcing Professional’s Point of View

So what is the importance of having an NDA for both parties concerned? Read on to find out.

From an outsourcing professional’s point-of-view:

An NDA will protect your rights to your work so that the quality of output is never in doubt or in
dispute. Let’s say that you are a web designer. Usually, you would want to retain appropriate
rights to your work so that you can re-use portions of it in the future. This way of assuring that a
portion of your work is your stamp or signature should come along with a corresponding section
in a written agreement. If you are working on a long-term or complex project, a non-basic legal
agreement may be required with the help of an attorney.

From the point-of-view of the company/client requiring the outsourced service:

An NDA basically says that any piece of information that you will provide to the outsourcing
professional is confidential. Therefore, he or she must not share the information that you will
provide with anyone else. Another part of the agreement is that the outsourcing professional will
not advertise that he or she works for you as a client – whether it is through phone calls, e-mail
messages or web marketing. For contracts which require the creativity of an outsourcing
professional, acquiring the rights to the design or the written content, for example, will allow you
to make changes in the future.

A Quick List of Terms to Remember about NDAs, Legal Agreements & Outsourcing in
General

Copyright – This gives the author of an original work the exclusive rights, within a particular
span of time, for the publication/adaptation/distribution of original work.

Independent contractor – A person, business or corporation providing goods or services to a

client under the terms specified within a written contract or agreement.

NDA – Non-Disclosure Agreement is a confidentiality agreement or a written contract between

two parties. It indicates that any confidential material, information or knowledge that two parties
share with each other cannot be accessed by third parties.

Outsourcing – A subcontracting process, the services of which are provided by a third party
company.

Outsourcing Professional – An individual or company who provides outsourced services which

can range from copywriting to web design, or logo design to telemarketing.
Work-for-Hire – Also known as WFH or work made for hire, this is part of a copyright law in
the US wherein an employer is considered to be the legal author or the work provided by an
individual.

A Final Word about Non-Disclosure Agreements

Now that you already have a basic idea about what an NDA is as well as its importance for both
the client and the outsourcing professional, what other important things relating to this subject
should you keep in mind? All in all, it is the quality of work and the confidentiality of any
information shared between two parties which are the main priorities for the creation of NDAs in
the first place.

Whether you are the one who is looking for a work-for-hire professional, or if you are the
outsourcing professional providing the service, you need to understand why having an NDA is a
crucial part of the deal. Just imagine the horrors that you would have to go through if you are a
client who did not have an outsourcing professional sign an NDA and you shared with him or her
confidential information about the company. It might end up as part of your direct competitor’s
meeting agenda – which is definitely something that you would not want to happen!

With the help of a Non-Disclosure Agreement, your company secrets are kept confidential 100%
of the time and you can rest assured that the outsourcing professional will not advertise the fact
that he or she has worked for you and reveal the info tidbit to other companies.

On the other hand, outsourcing professionals are protecting both their work and themselves when
they provide any type of service to a client or a third party company – something which is made
possible only with the help of a Non-Disclosure Agreement.