Many clients ask recruiters to sign non-disclosure agreements which are designed to protect the company by prohibiting recruiters from sharing valuable ideas and information they may learn about the company with competitors. But before a recruiter signs a non-disclosure agreement they need to make sure of the following:

The non-disclosure agreement should specifically define what information is covered by the agreement.  Valid non-disclosure agreements will define what information is confidential and what information can be shared.  By defining what information is confidential and what is not, the recruiter will have a better sense of what can be shared and in the end protect themselves from litigation arising from inadvertently sharing trade secrets due to a poorly written non-disclosure agreement.

The non-disclosure agreement should spell out the obligations of the recruiter in protecting the confidential information. Generally speaking, what measures is the recruiter expected to take to make sure that the trade secret is not leaked due to their negligence.

The non-disclosure agreement should define the period of time that the agreement is valid.  Many non-disclosure agreements have a clause that states confidentiality must be maintained indefinitely or until the information no longer qualifies as a trade secret.