Non-Disclosure Agreements
A nondisclosure agreement (“NDA”) is “a contract by which one or more parties agree not to disclose confidential information or trade secret information that they shared with each other as a necessary part of doing business together” (Simpson). Trade secrets are, “intellectual property rights on confidential information which may be sold or licensed,” and are valuable to the organizations that own them because of their secrecy (WIPO). Famous trade secrets include the Coca-Cola recipe, the Google Search algorithm, and even the requirements for the New York Times Bestseller List. Non-disclosure agreements are also known as confidentiality agreements.
There are many common uses of non-disclosure agreements. NDAs are often used for:
Discussing the sale or licensing of a product or technology
Employees who have access to confidential and proprietary information
Presenting an offer to a potential partner or investor
Receiving services from a company that has access to sensitive information (Long)
In the modeling industry, non-disclosure agreements often are signed between the model and the brand that they are working with. This can be because the brand is doing a promotional photoshoot for a product or service that has not yet been released to the public, or the model may learn other secret information during the photoshoot.
Michelle Ye is a UMBC alum (‘21) who is a professional model signed with State Management, dancer and choreographer, and photographer. Michelle explained that she is sometimes required to sign non-disclosure agreements, and is unable to mention anything about the product or other details from her photoshoot:
NDAs can become very tricky for some, and there are instances where they are breached. The consequence of breaching such a contract can be an expensive lawsuit where you are held responsible for paying financial damages. In the acting industry, for example, NDAs are commonly used to protect copyright a film company’s copyrights and keep from any secrets from getting leaked for any future projects. But, the use of NDAs has become more popular and more restrictive, and according to some, overused.
According to actor Jassa Ahluwalia, there has been “an upswing in the number of NDAs” that he has seen. The language of these contracts has also become “increasingly aggressive in tone” (Atkinson, 2022). Apparently, NDAs are becoming so restrictive that actors are going into casting auditions “blind” in reference to the role they are auditioning for. The contract is sent just hours before the casting company sends over the script to the actor and wants the audition tape back. In an interview, Zendaya explained that she had to deal with is a victim of this uncommon process. When she auditioned for the Spider-Man movie, she only knew that she was auditioning for “girl in movie” prior to signing the NDA. Once the contract was signed, she was able to see the script and know what type of character she was auditioning for. This is particularly concerning because this way of doing things does not allow for the actor’s agent to read the contract, and it basically cuts them out of the actor’s audition process altogether (Atkinson 2022).
In another instance, actor Jassa Ahluwalia explained how he has also fallen victim to this new system. During the casting process for a project he had with a US TV show, scripts were only made available on one device, and for only 72 hours. He had to create an account with an online platform, and then only had a limited amount of time to view the script. He was restricted from doing anything that could lead to the potential replication and distribution of the material (i.e. print, copy, scan, and/or screenshot). He described the measures being taken by these film companies as “absurd” (Atkinson). and says that if somebody really wanted to leak the company’s materials, then they would “find a way”.
References
Atkinson, Carolyn. “NDAs misused in casting-actors and agents warn” 2022. https://www.bbc.com/news/entertainment-arts-60072795
Long, Jonathan. “5 Situations That Require a Non-Disclosure Agreement.” Entrepreneur. 2017. https://www.entrepreneur.com/growing-a-business/5-situations-that-require-a-non-disclosure-agreement/288581
“Frequently Asked Questions: Trade Secrets.” World Intellectual Property Organization.
“Trade Secrets: 10 of the Most Famous Examples”. 2016. Vethan Law Firm, P.C. https://info.vethanlaw.com/blog/trade-secrets-10-of-the-most-famous-examples
Simpson, John; Weiner, Edmund. “Non Disclosure Agreement”. Oxford Languages.