A potential supplier requests drawings to prepare a quotation. An investor asks for business information. A collaborator needs access to company files. Before sharing them, decide what information each person needs and how they may use it.
A confidentiality agreement, also known as an NDA, documents obligations concerning that exchange. Its review should go together with practical access and retention measures. A signature is more useful when the file identifies what was delivered and under which conditions.
Identify the information you want to protect
Prepare a specific inventory: documents, versions and the people who may receive them. Avoid defining everything so broadly that it later becomes difficult to identify what was shared. If information will be explained verbally, ask for the agreement to address how it will be identified or documented.
Mexico's Federal Law for the Protection of Industrial Property sets specific conditions for information to qualify as a trade secret: industrial or commercial application, confidentiality, a competitive or economic advantage and sufficient measures to restrict access [1, Article 163]. A filename does not, by itself, establish those conditions.
The agreement binds its signatories regarding the information defined in it, even if that information does not qualify as a trade secret. The additional statutory protection for trade secrets depends on meeting Article 163's requirements. Those requirements must be established through the facts and protective measures; signing the agreement alone is insufficient [1].
Define the permitted purpose
Describe the purpose of the exchange. Quoting for manufacturing, evaluating an investment and developing an integration are different activities. Review the permitted uses and what will happen if the relationship changes or the project ends without an agreement.
Do not assume that disclosing information authorises every use connected to the business. Ask for access needed for the review to be distinguished from any licence, transfer of rights or additional authorisation. Any further agreement should document its own scope.
Review the recipient and who may have access
Identify the parties and verify who signs for each company. If the recipient needs to share documents with staff, advisers or subcontractors, agree how that access will be authorised and which obligations those people will have.
Article 165 allows confidentiality clauses protecting trade secrets in certain agreements transferring knowledge or providing technical assistance, and requires the confidential aspects to be specified [1].
Article 166 requires a person who gains access to a trade secret through work, employment, a position, professional practice or a business relationship to refrain from disclosing it without the consent of the person exercising legal control or their authorised user, provided that the recipient has been warned of its confidentiality. A signed agreement, together with a record of what was delivered, helps establish that this warning was given [1].
Include exceptions and an appropriate duration
Request a review of exclusions, including public information, prior knowledge and other circumstances that can be established. The law distinguishes trade secrets from public information and addresses lawful means of obtaining information [1, Articles 163 and 164]. Read the agreement alongside those rules and the circumstances of the exchange.
Review separately how long the relationship will last and how long the confidentiality obligations will continue. Do not automatically copy a term from another transaction. Ask for the agreement to address requests for information from an authority in a way that complies with the law.
Support the signature with access controls
Before opening a shared folder, review who has permission and whether its link allows uncontrolled onward access. Deliver only the files needed for the agreed purpose. Keep a record of versions, recipients and delivery dates.
Update permissions when the team changes. At the end of the project, review access, copies and return or retention obligations. Where backups or legal retention duties exist, ask for their treatment to be expressly defined. Deleting a visible folder does not establish that every copy has disappeared.
Prepare a response to disclosure
Review how a loss or unauthorised use will be reported and who will coordinate the response. The file should make it possible to locate the agreement, the information involved and available access records. Avoid promising that a clause guarantees full recovery of the information or automatic compensation.
Before signing, request a review of the obligations, consequences and dispute resolution mechanisms. Their suitability depends on the transaction and the parties. A downloaded template can leave the specific exchange you need to protect unresolved.
What to bring to a review with QP Abogados
Share the purpose of the exchange, a description of the information and the people involved. Include the proposed agreement, available documents establishing authority to act and how files are currently shared. For the first conversation, avoid sending sensitive material through an open channel.
QP Abogados can review the agreement and help organise access and use conditions for your operation. This article provides general information on confidentiality and trade secrets in Mexico; it does not replace a review of the document and the circumstances of the case.