This document provides a checklist for drafting a confidentiality and non-disclosure agreement (NDA). It outlines key issues and clauses that should be addressed in an NDA, including: defining confidential information and the purpose for disclosure, obligations of the recipient to maintain confidentiality and security, liability issues, intellectual property considerations, the duration and termination of the agreement, warranties, and standard "boilerplate" legal clauses. The checklist is intended to highlight important legal issues that need to be addressed when creating, reviewing, or negotiating an NDA.
On August 16, 2016 Jeff Nein, Brendan Feheley, and Steve Barsotti presented Protecting Your Business' Secrets in the Modern Era at the office of Kegler Brown Hill + Ritter.
The agenda was as follows:
8:30-9:00 a.m. Jeff Nein identified what a trade secret is and methods that companies have done to protect their intellectual property. He also discussed the recently enacted Defend Trade Secrets Act and provided action steps employers can implement to maximize protection under the new Act.
9:00 - 9:30 a.m. Brendan Fehley discussed the importance of contractual language that protects your intellectual property and confidential information, both internally in contracts with employees and externall in contracts with vendors and contractors.
9:30 - 10:00 a.m. Steve Barsotti discussed how effective intellectual property protection fits into any company's broader intellectual property strategy.
Disputes naturally arise in business relationships, often with significant consequences to core issues such as revenue, competitive position, or client relationships. As Texas commercial and business trial lawyers, with trial experience in various business and contract disputes, we thoroughly understand underlying business concepts and Texas business law.
Disputes naturally arise in business relationships, often with significant consequences to core issues such as revenue, competitive position, or client relationships. As Texas commercial and business trial lawyers, with trial experience in various business and contract disputes, we thoroughly understand underlying business concepts and Texas business law.
What's the difference between a trade secret agreement and an NDA? What legal tools does a business have to protect confidential information?
Read more at the blog:
https://everynda.com/blog/trade-secrets-v-nda-agreements/
On August 16, 2016 Jeff Nein, Brendan Feheley, and Steve Barsotti presented Protecting Your Business' Secrets in the Modern Era at the office of Kegler Brown Hill + Ritter.
The agenda was as follows:
8:30-9:00 a.m. Jeff Nein identified what a trade secret is and methods that companies have done to protect their intellectual property. He also discussed the recently enacted Defend Trade Secrets Act and provided action steps employers can implement to maximize protection under the new Act.
9:00 - 9:30 a.m. Brendan Fehley discussed the importance of contractual language that protects your intellectual property and confidential information, both internally in contracts with employees and externall in contracts with vendors and contractors.
9:30 - 10:00 a.m. Steve Barsotti discussed how effective intellectual property protection fits into any company's broader intellectual property strategy.
Disputes naturally arise in business relationships, often with significant consequences to core issues such as revenue, competitive position, or client relationships. As Texas commercial and business trial lawyers, with trial experience in various business and contract disputes, we thoroughly understand underlying business concepts and Texas business law.
Disputes naturally arise in business relationships, often with significant consequences to core issues such as revenue, competitive position, or client relationships. As Texas commercial and business trial lawyers, with trial experience in various business and contract disputes, we thoroughly understand underlying business concepts and Texas business law.
What's the difference between a trade secret agreement and an NDA? What legal tools does a business have to protect confidential information?
Read more at the blog:
https://everynda.com/blog/trade-secrets-v-nda-agreements/
This checklist offers a general overview of contractual issues related to drafting, reviewing or negotiating licence agreements. To render this checklist applicable to a wide variety of licence agreements, some issues related to specific licences are not included in this checklist. It should therefore not be considered exhaustive.
This is a useful tool to help you draft complete and adequate contracts. This checklist highlights generic pre-contractual and contractual issues that may be encountered when drafting, reviewing and/or negotiating contracts.
Bill Hulsey Patent Lawyer - Intellectual Property - International IP Eenforce...Bill Hulsey Lawyer
Bill Hulseys Patent Lawyer is the founder of HULSEY PC and practices in Austin, Texas and Memphis, Tennessee. Bill Hulsey Patent Lawyer established HULSEY PC to apply a highly developed specialty and experience in a broad span of technical fields. Bill Hulsey Patent Lawyer takes great pride in serving emerging growth companies competing in global markets with products and services relating to renewable and sustainable energy technologies, life sciences, electronics, environmental innovations, software, and aerospace technologies.
Protecting The Crown Jewels: Trade Secrets And Non-Disclosure Agreements, Par...John Watkins
These are the slides from Part II of our video podcast series on trade secrets and non-disclosure agreements (NDAs). This part covers the key provisions of NDAs in greater detail. The podcast (slides and audio) is available at www.ctflegal.blip.tv, along with our other podcasts.
Presentation Slides from InfoLab21 and the Intellectual Property Office's event: "Intellectual Property: Value Creation" at Lancaster House Hotel on 14th February 2012.
Norfolk Chamber delivered a morning conference based around the European General Data Protection Regulation (GDPR), which will come into force on May 25 2018. Delegates heared from a variety of GDPR expert speakers from legal, marketing, IT and Data Protection perspectives.
Privacy, Privilege And Confidentiality For Lawyerscanadianlawyer
This slide show was part of a presentation by mark Hayes at the 2011 Canadian Bar Association Annual Meeting in Halifax, Nova Scotia on August 16, 2011.
Protecting Your Critical Customer Relationships and Trade SecretsAlexNemiroff
Are non-compete agreements really enforceable in our State? What are some special considerations in the financial and medical industries? Is injunctive relief available to protect our customer relationships and trade secrets? Can we terminate an employee and still enforce a non-compete agreement? Should we include a liquidated damages provision in our restrictive covenant agreements? What damages are available to our company should we prevail?
This is a brief intro to Trade Secret law.
This presentation includes:
• A definition of Trade Secrets.
• Description of “Negative” Trade Secrets.
• How long do Trade Secrets last?
• Legal protection for Trade Secrets.
• How do you file a Trade Secret? (Spoiler: you don’t.)
• How to protect Trade Secrets.
• What happens when a Trade Secret is breached?
• Trade secret licensing.
Ris itescaa capacity building progremmePreet Sethi
This Presentation was given by Preet Sethi on the 19th of Feb 2013 at the RIS’ (Research and Information Systems for Developing Countries) Capacity Building Programme on 'International Economic Issues and Development Policy (IEIDP)' under the ITEC / SCAAP Programme of the Ministry of External Affairs, GOI. The topic of the presentation is ‘Legal Issues in Global Business Negotiations’
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
This checklist offers a general overview of contractual issues related to drafting, reviewing or negotiating licence agreements. To render this checklist applicable to a wide variety of licence agreements, some issues related to specific licences are not included in this checklist. It should therefore not be considered exhaustive.
This is a useful tool to help you draft complete and adequate contracts. This checklist highlights generic pre-contractual and contractual issues that may be encountered when drafting, reviewing and/or negotiating contracts.
Bill Hulsey Patent Lawyer - Intellectual Property - International IP Eenforce...Bill Hulsey Lawyer
Bill Hulseys Patent Lawyer is the founder of HULSEY PC and practices in Austin, Texas and Memphis, Tennessee. Bill Hulsey Patent Lawyer established HULSEY PC to apply a highly developed specialty and experience in a broad span of technical fields. Bill Hulsey Patent Lawyer takes great pride in serving emerging growth companies competing in global markets with products and services relating to renewable and sustainable energy technologies, life sciences, electronics, environmental innovations, software, and aerospace technologies.
Protecting The Crown Jewels: Trade Secrets And Non-Disclosure Agreements, Par...John Watkins
These are the slides from Part II of our video podcast series on trade secrets and non-disclosure agreements (NDAs). This part covers the key provisions of NDAs in greater detail. The podcast (slides and audio) is available at www.ctflegal.blip.tv, along with our other podcasts.
Presentation Slides from InfoLab21 and the Intellectual Property Office's event: "Intellectual Property: Value Creation" at Lancaster House Hotel on 14th February 2012.
Norfolk Chamber delivered a morning conference based around the European General Data Protection Regulation (GDPR), which will come into force on May 25 2018. Delegates heared from a variety of GDPR expert speakers from legal, marketing, IT and Data Protection perspectives.
Privacy, Privilege And Confidentiality For Lawyerscanadianlawyer
This slide show was part of a presentation by mark Hayes at the 2011 Canadian Bar Association Annual Meeting in Halifax, Nova Scotia on August 16, 2011.
Protecting Your Critical Customer Relationships and Trade SecretsAlexNemiroff
Are non-compete agreements really enforceable in our State? What are some special considerations in the financial and medical industries? Is injunctive relief available to protect our customer relationships and trade secrets? Can we terminate an employee and still enforce a non-compete agreement? Should we include a liquidated damages provision in our restrictive covenant agreements? What damages are available to our company should we prevail?
This is a brief intro to Trade Secret law.
This presentation includes:
• A definition of Trade Secrets.
• Description of “Negative” Trade Secrets.
• How long do Trade Secrets last?
• Legal protection for Trade Secrets.
• How do you file a Trade Secret? (Spoiler: you don’t.)
• How to protect Trade Secrets.
• What happens when a Trade Secret is breached?
• Trade secret licensing.
Ris itescaa capacity building progremmePreet Sethi
This Presentation was given by Preet Sethi on the 19th of Feb 2013 at the RIS’ (Research and Information Systems for Developing Countries) Capacity Building Programme on 'International Economic Issues and Development Policy (IEIDP)' under the ITEC / SCAAP Programme of the Ministry of External Affairs, GOI. The topic of the presentation is ‘Legal Issues in Global Business Negotiations’
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
Military Commissions details LtCol Thomas Jasper as Detailed Defense CounselThomas (Tom) Jasper
Military Commissions Trial Judiciary, Guantanamo Bay, Cuba. Notice of the Chief Defense Counsel's detailing of LtCol Thomas F. Jasper, Jr. USMC, as Detailed Defense Counsel for Abd Al Hadi Al-Iraqi on 6 August 2014 in the case of United States v. Hadi al Iraqi (10026)
ALL EYES ON RAFAH BUT WHY Explain more.pdf46adnanshahzad
All eyes on Rafah: But why?. The Rafah border crossing, a crucial point between Egypt and the Gaza Strip, often finds itself at the center of global attention. As we explore the significance of Rafah, we’ll uncover why all eyes are on Rafah and the complexities surrounding this pivotal region.
INTRODUCTION
What makes Rafah so significant that it captures global attention? The phrase ‘All eyes are on Rafah’ resonates not just with those in the region but with people worldwide who recognize its strategic, humanitarian, and political importance. In this guide, we will delve into the factors that make Rafah a focal point for international interest, examining its historical context, humanitarian challenges, and political dimensions.
A "File Trademark" is a legal term referring to the registration of a unique symbol, logo, or name used to identify and distinguish products or services. This process provides legal protection, granting exclusive rights to the trademark owner, and helps prevent unauthorized use by competitors.
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1. Checklist : Confidentiality and Non-Disclosure Agreement (NDA)
Crosslaw’s checklists | Date: 5 April 2016 | Version 1.5 | Tags: ICT Law
Johan Vandendriessche
Johan is partner and heads the ICT/IP/Data Protection practice group. He combines a broad
technology sector approach with an in-depth experience in ICT projects and procurement,
outsourcing, data protection and compliance.
j.vandendriessche@crosslaw.be | +32 486 36 62 34
Bénédicte Losdyck
Bénédicte is a lawyer and a researcher at the University of Namur (CRIDS) focusing on information
and communication technology law. Her expertise covers, amongst others, privacy and data
protection, e-commerce and ICT contracts.
b.losdyck@crosslaw.be | +32 494 14 50 10
Lisa De Smet
Lisa is a lawyer in the ICT/IP/Data Protection practice group. She works on matters concerning
information and communication technology law, intellectual property law, as well as privacy and
data protection law.
l.desmet@crosslaw.be | +32 2 510 52 28
Introduction and Instructions
This checklist highlights legal issues that need to be taken into account when drafting, reviewing and negotiating a
confidentiality and non-disclosure agreement (NDA).
2. Crosslaw | advocaten-avocats-attorneys-at-law
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General
Title of the agreement (the title is only indicative)
Identification of the parties
o Name and legal form
o Address or registered offices
o Company identification number (0xxx.xxx.xxx) (trade register number or other
unique identification number in case of foreign companies, if available)
o Register of Legal Entities
o VAT number (BTW BE0xxx.xxx.xxx)
Identification of the signatory
o Name
o Title
o Verify the authority of the signatory
Preamble
o Description of the parties
o Description of the purposes of the parties to the agreement
Signature
o Verify the identity of the signatory, the signature and the date
o Sign as many original counterparts as there are parties (mention the number of
counterparts in the agreement)
o Check the page numbering (continuous)
o Initials on every page are not legally required, but they are useful (it confirms
that each page was read and accepted and protects against exchanging pages)
Nature of the NDA
o Unilateral NDA
o Reciprocal NDA
Definitions and Interpretation
Define ‘confidential information’
o Exhaustive definition?
o Open definition: reasonable presumption of confidentiality
Mentions on the information (e.g. “confidential”)
Nature of the information
Circumstances surrounding the disclosure
o Reference to schedule identifying the exchanged information
o Combination of the abovementioned options
o Specific inclusions and/or exclusions?
Define ‘purpose’
o Limits the context for use of confidential information
o Link to preamble?
Interpretation rules
Hierarchy of the contract documents
3. Crosslaw | advocaten-avocats-attorneys-at-law
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Obligations of the Recipient of Confidential Information
Confidentiality obligation
o Internal disclosures
Employees only
o External disclosures permitted?
Agents, directors and advisors
Recipient Affiliates
o ‘Need to know’ principle
o For third parties: obligation to impose confidentiality obligations for onward
transfers of confidential information
Required level of confidentiality obligations?
Requiring identical confidentiality obligations may be difficult to
implement (‘equivalent’ or ‘no less protective’ is a better alternative)
o Exceptions?
Binding orders or requests?
Modalities?
Purpose limitation in relation to the use of confidential information
Security obligation
o Reasonable effort or best effort obligation?
o Minimum obligation?
Notification obligation in case of (suspected) breach of confidentiality or security
Liability and Liquidated Damages
Limitations of liability are unusual in NDAs
Liquidated damages
o Preferred for their dissuasive effect
o Amount may not be unreasonably high
o Include the right to claim higher, proven damages
NDAs usually mention that breach may case grave and irreparable loss
o Some jurisdictions may require this for injunctive relief
o Increases security obligation in case of ‘reasonable effort’ obligation
Intellectual Property Rights in Confidential Information
Impact of disclosure on intellectual property rights
o No transfer or assignment
o Limited license can be envisaged, depending on the circumstances
Permission/prohibition to use the know-how acquired?
o Incorporation of and reference to confidential information prohibited?
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Duration and Termination
Duration
o Determined
Specific period of years
Linked to a specific event (e.g. no more confidential information)
o Undetermined
Applies if nothing is mentioned
Termination is possible at all times subject to reasonable notice: may lead
to the opposite of the parties’ intentions
o Termination options?
Consequences of termination
o Obligation to return or destroy confidential information
At first request of the disclosing party?
Choice of the disclosing party?
Confirmation?
Exceptions?
E.g. no application on copies required to comply with archiving
obligations?
o Other obligations?
Non-compete under specific circumstances
Warranties
Usually provided ‘as is’ without warranties regarding completeness or accuracy
Exceptions may apply, depending on the circumstances
‘Boilerplate’ Clauses
Notices
Export control
Severability clause
o Consequences of unenforceable clauses?
o Negotiation obligation?
o Replacement obligation?
Personal nature (intuitu personae)
Entire agreement clause
No waiver
Amendments
Applicable law and jurisdiction
o Applicable law
o Jurisdictions
o Arbitration as an alternative?
5. Crosslaw | advocaten-avocats-attorneys-at-law
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All rights reserved. You are permitted to read, download and copy this checklist for your own personal use and to provide it
to third parties free of charge, provided that it is not altered in any way. This checklist is provided for general information
purposes only and may not be construed as legal advice. You should be aware that laws, regulations and case law may have
changed since the date of the publication.
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