[UPDATE 2012-07-03: See the Confidential Information chapter of the Common Draft annotated compendium (in progress). ]
[UPDATE 2010-08-26: See the PRECUT nondisclosure agreement form that I posted last week, along with the accompanying Curator’s Notes with additional clauses and commentary.]
Confidentiality provisions are used in many agreements, including standalone nondisclosure agreements. The pages listed below discuss some of the issues that can come up in negotiating such provisions.
- Affiliate confidential information – protected or not?
- Disclosure periods in NDAs – how long?
- Presumptions of confidentiality – pros and cons
- Protected information – points to consider
- Protecting confidential information: Lock it up; label it; ‘safe sex’
- Reporting obligation for the receiving party
- Residual rights in confidential information
- Return or destruction of confidential information
- Time limit (‘sunset’) for confidentiality obligations
Additional reading: For an excellent overview of nondisclosure agreements, see What is important in a confidentiality agreement or non-disclosure agreement (NDA)? [link], by Wilson Sonsini partner Yoichiro (“Yokum”) Taku.
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Signing a business contract: