Just Between Us: Drafting Effective Confidentiality & Non-disclosure Agreements



  • Available Until 5/31/2026
  • Next Class Time 1:00 PM ET
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 05302024
  • MCLE Credits 1 hour(s)

Course Price: $65.00


Many business transactions, employment agreements, and litigation settlement agreements rest on the bedrock of the parties agreeing to keep confidential the terms of the underlying agreement.  These agreements, sometimes considered extended exercises in boilerplate, are more properly a complex array of terms defining what’s confidential, what’s not, what constitutes a breach, and how long confidentiality must be maintained.  As importantly, these agreements are not self-executing.  How a contractual breach is redressed – damages and injunctive relief – must also be carefully considered to enhance practical enforceability.  This program will provide you with a practical guide to drafting confidentiality and nondisclosure agreements in a range of settings to enhance effectiveness and enforceability.


  • Framework of law governing enforceability
  • Defining the scope of confidential information – and what’s not confidential
  • Key terms – persons covered, duration of confidentiality, forms of breach, damages
  • Practical enforceability – what can be done at the drafting stage?
  • Common traps that lead to unenforceability



Shannon M. Bell is a partner with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.