This presentation guides you through the NDA negotiations and reviewing process and helps you to draft your own NDA.

1. Non-Disclosure Agreement
Key points

2. Who may be Interested?
Companies
Professionals
Private
individuals

3. Why do you need an NDA?
You want to ensure that your
proprietary information will
remain private and not publicly
available;
You wish to protect trade
secrets: secret formulas,
designs, development process;
You wish to clarify
proprietary information policy
to your employees.
Identify the purpose of your NDA in the
preamble:
“The parties intend to enter into discussions regarding the [...] ”
You have been granted access
to proprietary information of
another person or business;
You want to disclose sensitive
information to a service
provider: accountant, doctor,
consultant;
You want to show ideas, plans,
prototypes, early stage works.
You are a company You are a private person

4. Confidentiality
Identify the scope of CI*:
“any information regarding [Purpose], which is marked as “Confidential”, or
with a similar legend denoting the confidential interest of the disclosing party
or in respect of which it is or must have been clear to the Receiver that such
content or information is of a confidential nature”
*CI - Confidential Information
Identify the actions: how are you going to treat
or not to treat CI?
“treat all Confidential Information as confidential by ensuring or procuring
that, whilst in its possession, control and power, the Confidential Information
of the other party shall be maintained reasonably secure”
“not divulge or communicate or, through any failure to exercise due care and
diligence, cause any unauthorized disclosure of it in whole or in part to any
person, company, competitor, business entity or other organization except as
permitted by this Agreement”

5. Limitations
Some information may have been already
publicly available or developed independently
without prior access to confidential information
The use of certain types of information may
require special procedures
Disclosure is required by law

6. Permitted disclosure
Specify to whom and under which conditions
CI may be disclosed?
Disclosure is required by law, binding judgment,
order of court or for the purpose of public safety
A party wants to engage other person
“any such person shall enter into a confidentiality undertaking with the
Disclosing Party on terms equivalent to those contained in this
Agreement”
“CI will be disclosed only with the prior written consent of the Disclosing
Party”

7. Return of CI
Obligation
to return
Obligation
to abolish
Obligation to return CI upon the expiration
of the Agreement term or after certain
actions specified therein came to an end

8. Ownership
CI disclosure is not a transfer of intellectual
property rights:
“Any information, analyses, compilations, notes or other documents derived
from or based on the Confidential Information shall be and remain the
property of the Disclosing Party. ”

9. Security
Obligation to protect CI:
“The Receiving Party shall take all necessary steps and precautions, including
without limitations reasonable physical security measures to protect the
information against any unauthorized access and not to divulge any such
information or any information derived there from to any third person.”

10. Indemnity
Obligation to protect your interest:
“The Confidential Information of each party is, by its nature, valuable
proprietary commercial information, the misuse or unauthorized disclosure
unauthorized disclosure of CI would destroy or diminish the value of such
information [...] Parties shall be entitled to the remedies of injunction,
specific performance and other equitable relief which may be appropriate for
any threatened or actual breach by either party”

11. Disclaimer
CI is delivered to Receiving party solely on the
basis of the Purposes outlined in the
Agreement
Liability for any fraudulent statement or act
is not excluded
Disclosing Party however is not responsible for
accuracy, adequacy and completeness of the CI

12. Choice of law
Data
protection
law
Contract
law
National
law
Arbitration
clause
Dispute resolution
mechanism

13. Other provisions
Miscellaneous:
Term of Agreement;
Interpretations;
Prior negotiations;
Changes;
Invalid provisions...
“Any notice to be given under this Agreement
shall be in writing and shall be delivered by
hand, sent by first class post or sent by fax to
the address of the other party set out in this
Agreement. Any such notice or other
document shall be deemed to have been
served: if delivered by hand - at the time of
delivery; if sent by post - upon the expiration
of 48 hours after posting; and if sent by fax -
at 9.00 am on the next business day after the
fax was dispatched.”
Signatures
Include the full name and contact details of
[Authorized] Signatories

14. Need an NDA drafted
or reviewed?
Legal Artviser
www.legalartviser.com
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