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I work for the US government in a research facility. I basically cannot sign anything on my own and definitely am not allowed to sign an NDA without written authorization from my supervisor. Yesterday I attended a meeting at our facility with an industry representative. At the meeting I was told by both my supervisor and the industry rep that a 2-way NDA had been signed and that I could talk freely about my work, but that I was not allowed to talk outside the room about anything I heard from the industry representative.

Is this typical, or even legally binding? How can I be sure I don't violate an NDA that I have not seen nor signed?

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In the US, it is very common for corporations or other entities to sign NDAs - for instance, a manufacturer may sign one with a vendor or supplier they use. The NDA exists at a corporate level, and each entity it's signed on behalf of is responsible for enforcing any terms they've agreed to.

In other words, your employer is responsible for things your employer signs. If your employer has signed something that specifies who you are or are not allowed to disclose certain information to, then they are responsible for communicating that to you - and it sounds like they have. Effectively, your responsibility as far as the NDA is concerned is to behave as your employer is instructing you to, with respect to sharing information with or about the third party representative. Often, these corporate-level NDAs don't name specific employees; your employer may not have literally signed it on your behalf (meaning, you are named in the NDA) - more typically, they've signed it on behalf of all employees.

In effect, the employer signing the NDA with the industry representative (instead of asking every employee to) is an administrative necessity. A given employer may have hundreds or thousands or tens of thousands of employees, and hundreds or thousands or tens of thousands of NDAs with third parties. If they tried to maintain a policy of every employee signing every specific NDA, things would get out of control quickly. So, employers often require employees to sign some sort of blanket NDA, or other corporate policy, that basically says "don't give away our secrets or those of our third parties" and they are then responsible for providing guidance on specific third parties who you are interacting with, as they have done in this case.

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    There's also probably an NDA the OP has with his employer that covers complying with third party ndas in some way, otherewise there would be no binding once the op left. – IllusiveBrian May 24 at 16:05
  • That's a good point, I'm going to edit your intent into my answer. – dwizum May 24 at 16:07
  • A corporate NDA can also be easier for the vendor -- they don't have to trace leaks beyond the employer, and they don't have to worry about getting a single person to compensate them for a multimillion-dollar leak. – cpast May 24 at 21:56
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Absolutely normal. I have an NDA with my employer essentially preventing me to talk about my work with anybody which i am not asked to by my employer. And my employer signs NDAs with companies where they specify to whom my employer allows me to talk.

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You are not bound by the NDA directly, because you didn't sign it. You are every much bound by your employment contract. Saying things that the NDA wouldn't allow you to say (if it was legally binding to you) can mean major trouble for your company, and they will hold you accountable for it. So the third party can most likely not sue you for damages that you cause, but they can sue your company, and your company can fire you and/or sue you if you caused them damages.

But the NDA may also cover trade secrets, which is a different thing. If you give away trade secrets of the third party, that may be criminal, whether you signed an NDA or not.

So I would strongly recommend that you follow what the NDA says, even though you didn't sign it.

But obviously, if your employer (or the third party) doesn't show you the NDA, then you can't be expected to divine what's in it. Still, you don't want to end up in court, so don't tell anybody anything you learned.

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You are not bound by the NDA. However, you are likely bound by something that the NDA addresses. Likely what's going is something along these lines:

When you were hired, you were told that you are not to reveal confidential information without authorization.

Your employer signed an agreement with another entity, and that entity agreed to not reveal anything.

Your employer is now satisfied that this other entity won't reveal what it's told, and therefore has authorized you to tell them confidential information.

So you're still prohibited from revealing information without authorization, but you've received authorization, and you've received that authorization because the entity signed the NDA.

Your employer has also agreed to not reveal information it receives from the other entity. So now any information the entity gives you falls under the category of "confidential information", and is covered by your original agreement with your employer to not reveal such information.

The NDA your employer signed with the other entity does not directly apply to you, but it does prohibit your employer from revealing information, and obligates your employer to instruct their employees to not reveal information. Since you've agreed to follow your employer's instructions regarding confidential information, their instruction is binding on you, and since the instruction is due to the NDA, the NDA indirectly applies to you, through your original employment agreement.

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