Defining Confidentiality
This defines exactly what is and isn't considered sensitive information in an NDA.
What is the definition of confidential information?
This outlines how the receiving party must protect the confidential information and limit its use.
What are the obligations of the receiving party?
This clause identifies which country or state’s laws will apply to the NDA.
What is jurisdiction and governing law?
This outlines the legal or financial penalties for violating the NDA.
What are the consequences of breach?
This clause defines how long the obligation to keep information confidential lasts, even after the agreement ends.
What is duration of confidentiality obligations?
This term describes information that doesn't need protection, such as publicly available data.What is an exclusion from confidential information?
What is an exclusion from confidential information?
This provision allows certain employees to view confidential information on a need-to-know basis.
What is permitted disclosure?
This ensures that if one part of the NDA is unenforceable, the rest remains valid.
What is the severability clause?
This clause explains that the injured party may seek court action to stop the breach.
What is seeking an injunction?
This term specifies how long the NDA remains in effect and binding.
What is the term of the agreement?
This section explains why the confidential information is being shared.
What is the purpose of disclosure?
This ensures that all confidential information is either returned or destroyed after the NDA expires.
What is return or destruction of information?
This term ensures the NDA cannot be transferred to another party without consent.
What is no assignment?
This provides the parties the option to go beyond monetary compensation and enforce specific actions in case of a breach.
What is a remedy for breach?
This explains how the NDA can be altered or modified during its duration.
What is amendment clause?
This specifies whether both parties or just one party is sharing confidential information.
What is mutual vs. unilateral agreement?
This clause may prevent the recipient from attempting to hire away the disclosing party's employees.
What is a non-solicitation clause?
This allows the NDA to be modified, but only in this specific way.
What is amendment and waiver?
If this happens, the breaching party might have to cover losses incurred by the disclosing party.
What is indemnification?
What is information in the public domain?
This explains that sharing information doesn’t automatically give the recipient rights to intellectual property.
What is no license granted?
This term is often used when the recipient is required to cover losses caused by a breach.
What is indemnification?
This part of the NDA states that the parties have no further obligation to work together beyond exchanging information.
What is no obligation to enter into a further agreement?
This legal remedy can force the breaching party to perform their obligations under the NDA instead of just paying damages.
What is specific performance?
This is often required if the receiving party is legally compelled to disclose the disclosing party's confidential information.
What is prompt notice?