Non-Disclosure Agreements (NDAs)
NDAs are necessary to be signed by the party with whom you are disclosing Confidential/Internal information during the course of your business. NDAs should be used at the inception of a relationship to ensure confidential information disclosed in anticipation of a potential business relationship is adequately protected.
If the parties decide to enter into a final contract, say a professional services agreement, following their initial discussions, the NDA should be replaced by the confidentiality provisions of the final agreement. In the foregoing example, an NDA is used as an interim agreement to ensure initial discussions are protected by written confidentiality obligations, but the NDA is not intended or designed to be used on an ongoing basis. Rather, the parties contemplate the NDA will “sunset” when they ultimately sign a final agreement to govern their relationship (e.g., a master license agreement, application service provider agreement, professional services agreement, etc.).
If a particular vendor is being engaged for many different projects by the same organization, it makes sense to have a blanket-standing NDA with the vendor, so that individual NDAs need not be created for each single project. This will allow to save time by not having to spend time on legal due diligence at the start of any project discussion with the same vendor.
Ultimately, always create your NDAs through your Legal Counsel Department (LCD).