1. ObjectiveWhat is the origin of the exchange of information?+ employment+ business opportunity + acquisition2. DurationWhat is the duration of the agreement?+ Exception for trade secrets+ Fixed – Unlimited (until the information is made public or made)- Quota (until a substitute agreement is effective)3. What is included?+ Large (all non-public) – Narrow (date defined)- Specific information (commercial, financial, technical) What is excluded?+ Public available+ Already known+ Third-party source+ Independently developed- Published- Age4. Obligations, what should the reforming party do?+ Use information only for disclosure purposes+ treat information confidentially (level of due diligence, appropriate, specific)+ protect information against loss or unauthorized access – Inform or destroy information upon request or termination of disclosure of unauthorized disclosure5. RestrictionsWhat can the receiving party not do?- Pass the information to third parties- Copy or save information- Reverse engineering information- Advertise collaborators (you cannot hire party personnel)- Advertise other possibilities (cannot look for other buyers) 6. The party receiving rights can do so?+ Authorized Disclosure to Employees, etc.+ Authorized Disclosure if required7. InsuranceWhat is given to the party receiving assurances?+ None: The information is disclosed “how to see” – Exactly: the information is accurate and completeWhat is given by the receiving party?+ Acknowledge that the disclosed party owns the information- Acknowledge that the disclosing party is not required to enter into another agreement – Do you acknowledge that the disclosed party is based on the information 220.127.116.118 RemediesWhat is the pa pa Disclosed information can do if the receiving party does not comply with the agreement?+ Terminate the agreement (and demand the return of the information) – Enforce (summary)- Seek protection for the losses or claims of the receiving party (compensation, lump sum damages) Often, the DDN will withdraw from the obligation not to disclose confidential information, “as required by law”. It is important to understand what is carved out under this exception, so that you know when you can disclose information that the other party qualifies as confidential and when the other party can disclose information that you qualify as confidential. An obvious exception is when a court orders the disclosure of the information. But you should also be aware of a growing number of exceptions to “whistleblowing,” including the following exceptions: Remember that the NDA is generally sufficient to regulate the exchange of confidential information from one party to another and the handling of that information.
Sometimes startups think that once an NDA is signed, they are protected enough to start a business engagement. For example, startups sometimes sign a potential employee or service provider on an NDA and then start cooperating (with their business agreements agreed orally or in an email). . . .