Why Personal Data Isn't Covered in oneNDA: A Practical Guide

In the realm of Non-Disclosure Agreements (NDAs), oneNDA has emerged as a streamlined, open-source template designed to simplify the often tedious process of protecting confidential information. However, if you’ve reviewed oneNDA, you may have noticed that personal data isn’t explicitly covered. This exclusion is intentional and rooted in practical considerations. Here’s why personal data is left out of oneNDA and what you should consider when handling personal data.

Understanding Personal Data

Personal data refers to any information relating to an identified or identifiable individual, such as names, addresses, email addresses, identification numbers, and more. In today’s regulatory environment, particularly under laws like the General Data Protection Regulation (GDPR) in Europe, handling personal data requires strict compliance with specific legal obligations.

Why Personal Data is Excluded from oneNDA

1. Regulatory Complexity: The legal requirements surrounding the protection of personal data are complex and vary significantly across jurisdictions. For example, GDPR imposes strict rules on how personal data must be collected, processed, and stored, with severe penalties for non-compliance. Including personal data in oneNDA would require the template to address these diverse and often intricate legal requirements, complicating its use.
2. Specific Legal Frameworks: Personal data is best protected under specific agreements that are tailored to meet regulatory standards. Data Protection Agreements (DPAs) or Data Processing Addendums are typically used to outline the responsibilities and obligations of parties handling personal data, ensuring compliance with relevant laws. These agreements go far beyond what a standard NDA covers and are designed to manage the risks associated with processing personal data.
3. Risk of Oversimplification: One of the key principles behind oneNDA is to create a simple, universally applicable document that can be used across various industries and scenarios. Including personal data would require the NDA to cover a wide array of additional obligations and legal nuances, which could defeat the purpose of creating a simple, easy-to-use template.
4. Focus on Core Confidentiality: oneNDA is designed to protect business-related confidential information, such as trade secrets and proprietary business data. Personal data, however, falls into a different category of information that is subject to specific protections under law. By excluding personal data, oneNDA ensures that it remains a focused tool for general business confidentiality, without overstepping into areas that require more specialised legal instruments.

How to Handle Personal Data

If your business needs to protect personal data, it’s crucial to use the appropriate legal agreements. Consider implementing:

• Data Protection Agreements (DPAs): These are specifically designed to handle the complexities of data protection laws like GDPR. They outline how personal data should be processed, the rights of data subjects, and the responsibilities of data controllers and processors. Check out oneDPA for more. 
• Data Processing Addendums: Often used in conjunction with service agreements, these addendums ensure that any third-party processors of personal data adhere to the same legal standards as the original data controller.
• Bespoke NDAs: In cases where personal data must be included in an NDA, it’s advisable to draft a bespoke agreement that includes specific clauses addressing data protection obligations.

Conclusion

Personal data is deliberately excluded from oneNDA to maintain the simplicity and broad applicability of the template. For businesses dealing with personal data, it’s essential to use the correct legal frameworks, such as DPAs or bespoke agreements, to ensure compliance with data protection regulations.

By understanding why personal data is excluded from oneNDA and adopting the appropriate agreements, you can better manage the risks associated with handling sensitive information in your business operations.

For more insights into the exclusions in oneNDA, refer to the Graveyard Document on their official website, which provides detailed explanations on the clauses considered and excluded during the development of oneNDA.