Legal English Writing Tips – Learn for Free

What do you know about non-disclosures in English?

Tip #1

Avoid Adverbs

Be careful about using adverbs. Adverbs exaggerate what you are trying to say and can backfire and make what you are trying to say seem is much weaker than what you are really trying to say. If you need to express this to your reader, then it shouts to the reader that you are overcompensating for something. Take adverbs out of your writing.

Words to avoid: exceedingly, excessively, aggressively, scandalously, disgracefully, disreputably, and shoddily, among others.

Tip #2

Avoid Aggressive Language

This has no place in a professional environment. Passion is great, but control it. When you have a clear, cool head, the facts show much better. There is no reason to get angry over opposing counsel’s arguments or positions. Attack the argument’s validity and substance, not the language.

Words to avoid: outrageous, unforgivable, blatant, misleading, frivolous.

Tip #3

Avoid Legal Jargon

Join the plain English movement. This was a law passed over 20 years ago in the UK, and nobody wants to hear this anymore. Modern day lawyers use this style, and it makes communication much easier and clear. Did you know that less than 2% of a document actually needs to be in legalese?

Words to avoid: hereinafter, inasmuch as, notwithstanding, thereon, etc.

Tip #4

Avoid Pronouns

One of the biggest confusions can be pronouns. If you are not a grammar pro, these are words like: I, you, we, they, he and she. When you are writing the document, it may seem clear to you, but remember that for the reader, everything may not be so clear. Take 1 minute, reorganize the sentence for clarity.

Words to avoid: I, you, we, they, he and she.

Some examples

Can you fix some of the following sentences?

Example 1

What would you change in this sentence?

Contractor shall not have any ownership rights or licenses with respect to any Confidential Information and shall not maliciously use any Confidential Information for its benefit, without Owner’s written consent.

Here is a more concise version eliminating the unnecessary adverbs.

Example 2

What would you change in this sentence?

All such information shall be excessively deemed confidential, highly sensitive and greatly valuable, shall be used solely for the purpose set forth above, and shall not at any time, in any manner, be used for any other purpose.

Here is a more concise version eliminating the unnecessary aggressive adjectives.

Example 3

What would you change in this sentence?

If a party claims to have known any such Confidential Information prior to disclosure, that party shall have the burden of proof of such prior knowledge.

Here is a more concise version eliminating the unnecessary legal jargon.

If a party claims to have known any such Confidential Information prior to disclosure, that party shall have the burden of proof of such prior knowledge.

Example 4

What would you change in this sentence?

It is hereby agreed that in the event of a breach, they shall be entitled, in addition to any other remedies and damages available at law or in equity, to an injunction to restrain the violation thereof by them.

Here is a more concise version clarifying the vague pronouns.

It is hereby agreed that in the event of a breach, Owner shall be entitled, in addition to any other remedies and damages available at law or in equity, to an injunction to restrain the violation thereof by Contractor, or Contractor’s owners, managers, agents, employees, consultants and representatives, and all other persons

NDA Quiz Here

NON-DISCLOSURE AGREEMENT

Take a look a the recitals and see which of these tips you can apply to make it read more naturally.

What would you change?

This NON-DISCLOSURE AGREEMENT is expressly entered into on the _____ grand day of _____, _____, by and between _____ (“Owner” and _____ (“Contractor”).

1. 1. 1. WHEREAS, Owner is in the business of _____________
    2. WHEREAS, Contractor strongly desires confidential information (defined below) for the purpose of ____________
    3. WHEREAS, Contractor has agreed not to disclose, divulge, or communicate, to any person or entity, any Confidential Information.

NOW, THEREFORE, in consideration of the terms, covenants, and conditions precisely described herein, the receipt and sufficiency of which are hereby acknowledged, the free parties agree as follows:

What would you do, if you could make any changes?

See Below

Here are some of the suggested changes. What else would you do?

This NON-DISCLOSURE AGREEMENT is expressly entered into on the _____ grand day of _____, _____, by and between _____ (“Owner” and _____ (“Contractor”).

1. 1. 1. WHEREAS, Owner is in the business of _____________
    2. WHEREAS, Contractor strongly desires confidential information (defined below) for the purpose of ____________
    3. WHEREAS, Contractor has agreed not to disclose, divulge, or communicate, to any person or entity, any Confidential Information.

NOW, THEREFORE, in consideration of the terms, covenants, and conditions precisely described herein, the receipt and sufficiency of which are hereby acknowledged, the free parties agree as follows:

Here is the full NDA for reference. Take some time to finish the recitals and then modify and amend anything you think is necesarry in order to make this a short form document.

This NON-DISCLOSURE AGREEMENT is entered into on the _____ day of _____, _____, by and between _____ (“Owner” and _____ (“Contractor”).

1. 1. 1. WHEREAS, Owner is in the business of _____________
    2. WHEREAS, Contractor desires confidential information (defined below) for the purpose of ____________
    3. WHEREAS, Contractor has agreed not to disclose, divulge, or communicate, to any person or entity, any Confidential Information.

NOW, THEREFORE, in consideration of the terms, covenants, and conditions described herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. CONFIDENTIAL INFORMATION. As used in this Agreement, “Confidential Information” means all non-public information related to the Business, including without limitation, financial information, technical information, marketing information, cost information, sales information, customer information, operating information, product information, all documents, reports, plans, formulas, compilations, devices, techniques, data, materials, methods, processes, sources, and any other information, however described, which is, or could be valuable in the type of business in which Owner is engaged. Owner makes no representation or warranty with respect to any Confidential information provided to the Contractor. Contractor shall not have any ownership rights or licenses with respect to any Confidential Information and shall not use any Confidential Information for its benefit, without Owner’s written consent.

2. COVENANT NOT TO DISCLOSE. Contractor covenants and agrees that Contractor, its owners, managers, agents, employees, consultants, and representatives will not disclose, divulge, or communicate, to any person or entity, for any purpose or reason whatsoever any Confidential Information without the prior written consent of the Owner. The foregoing parties shall only receive such Confidential Information as reasonably necessary for the purpose set forth above and shall agree to maintain confidentiality in accordance with terms no less protective than those set forth in this Agreement. All such information shall be deemed confidential, sensitive and valuable, shall be used solely for the purpose set forth above, and shall not at any time, in any manner, be used for any other purpose. The covenants and restrictions described herein shall apply to the extent that the Confidential Information (i) is not otherwise made public by the Owner, (ii) is not already a matter of public information, or (iii) is not requested in the context of a subpoena or records request in connection with a lawsuit. Provided that in the case of such a request, Contractor shall give adequate notice to Owner that such Confidential Information has been requested in connection with a lawsuit and shall allow Owner to enter into such proceedings for the purpose of protecting against disclosure of such Confidential Information. If a party claims to have known any such Confidential Information prior to disclosure, that party shall have the burden of proof of such prior knowledge. This agreement and the non-disclosure covenant set forth herein shall terminate upon written notice of termination from the Owner to the Contractor.

3. INJUNCTIVE RELIEF. The parties recognize that irreparable injury will result to the Owner and other in the event of a breach of this Agreement and that this covenant not to disclose is an inducement to the Owner to disclose the information contemplated hereunder. It is hereby agreed that in the event of a breach, Owner shall be entitled, in addition to any other remedies and damages available at law or in equity, to an injunction to restrain the violation thereof by Contractor, or Contractor’s owners, managers, agents, employees, consultants and representatives, and all other persons acting for or in connection with Contractor.

4. GENERAL PROVISIONS. This Agreement shall be governed by the laws of the State in which the principal office of the Owner is located, which is the State of _____. If a dispute arises with regard to this Agreement, Contractor agrees that it shall be subject to personal jurisdiction is such State, and that venue shall be proper in such State. If any action, suit, or proceeding is brought by a party hereto with respect to a matter or matters covered by this Agreement, all costs and expenses of the prevailing party in such proceeding, including reasonable attorney’s fees shall be paid by the non-prevailing party. This Agreement will inure to the benefit of and be binding upon the parties, their successors, and expressly permitted assigns. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unforeseeable, the remaining provisions shall remain in full effect. This Agreement may be singed in counterparts and delivered by PDF or other electronic means, which taken together, shall constitute an original, binding agreement.

General Legal English Quiz