Why Authors Need a Non-Disclosure Agreement (NDA) in Publishing

A Non-Disclosure Agreement (NDA) is a vital tool in the publishing journey. It is a legally binding contract that establishes a confidential relationship, ensuring that sensitive information shared between parties remains protected. For authors, particularly those working with publishers, editors, or collaborators, an NDA safeguards their intellectual property and ensures their creative work is not misused.

What is an NDA?

An NDA, sometimes called a confidentiality agreement, outlines the terms under which confidential information can be shared and how it should be handled. It prevents any party from disclosing sensitive information—such as manuscripts, publishing strategies, or other proprietary details—without consent.

Why Authors Need an NDA

1. Protect Your Manuscript:
   Your manuscript is your intellectual property. Without an NDA, there’s a risk of it being copied, published without your permission, or altered. Example: In 2017, a young Kenyan author found her book being sold on the streets of Nairobi under another person’s name. Since she had no paper trail or legal agreement with the editor, she had no grounds for legal action.
2. Ensure Confidentiality During Discussions:
   NDAs are especially critical when sharing unpublished manuscripts, outlines, or ideas with potential publishers or editors. They ensure the confidentiality of your discussions and prevent misuse of your work.
3. Legal Protection:
   An NDA provides legal recourse in case of a breach. It establishes clear documentation of your ownership of the manuscript and the terms under which it was shared.

Practical Tips for Authors

• Always Have Documentation: Submit your manuscripts and communications via email to create a paper trail. Avoid sending work on unsecured devices like flash drives.
• Work with Trusted Publishers: Research the reputation of publishers, editors, or collaborators before sharing your work.
• Sign an NDA Before Sharing: Ensure that anyone reviewing your work signs an NDA, protecting your manuscript from unauthorized use.

Sample NDA Clauses

Below are key clauses from CLC Kenya’s NDA template for authors:

1. Ownership:
   “The Author is the exclusive owner of manuscripts, titles, and designs, including manuscripts in editable and non-editable formats, cover designs, titles, and layout specifications.”
2. Confidentiality Obligations:
   “The Publisher shall limit disclosure of the content within its organization to personnel with a need to know and ensure confidentiality.”
3. Restricted Use:
   “The Publisher shall only use the content for the agreed purpose of publishing the Author’s book, including editing, copyrighting, design, and printing.”
4. Disclosure to Third Parties:
   “Any disclosure to third parties shall require a confidentiality agreement between the Publisher and the third party.”
5. Legal Recourse:
   “In the event of a breach or threatened breach of this agreement, the Author shall be entitled to injunctive relief and other remedies as applicable.”

For a detailed NDA sample or to access the full agreement, contact CLC Kenya or refer to our official NDA Explained document.

How to Get Started

1. Draft an NDA: Work with a legal professional or use a reliable template, such as the one provided by CLC Kenya.
2. Discuss Terms: Clearly outline the scope of confidentiality and permissible use of your manuscript.
3. Sign Before Sharing: Ensure all parties sign the NDA before or immediately any manuscript exchange.

Conclusion

An NDA is not just a document—it’s a shield that protects your creative work and ensures your publishing journey is secure. By incorporating NDAs into your process, you safeguard your intellectual property, establish trust with collaborators, and set the foundation for a successful publishing experience.

For more information or assistance with NDAs, reach out to CLC Kenya at publishing@cblafrica.com or WhatsApp +254707463007.