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10th March 2016, 03:52 PM
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Join Date: May 2012
Re: NDA Disclosure

A nondisclosure agreement(NDA) is a legally enforceable contract that
creates a confidential relationship between a person who holds some kind of
trade secret and a person to whom the secret will be disclosed.

An NDA creates a confidential relationship between the parties to protect any
type of confidential and proprietary information or trade secrets.

Types of NDA:

Unilateral NDA

A unilateral, or a one-way, agreement is where one party wants to disclose
certain information to another party but needs the information to remain
secret for some reason, perhaps due to secrecy requirements required to
satisfy patent laws[1] or to make sure that the other party does not take and
use the disclosed information without compensating the discloser.



Bilateral NDA

A bilateral, or mutual, agreement is where both parties will be supplying
information that is intended to remain secret. This type of agreement is
common when businesses are considering some kind of joint venture or
merger.

Some common issues addressed in an NDA include

-outlining the parties to the agreement;

-the definition of what is confidential, i.e. the information to be held
confidential.



-The disclosure period – information not disclosed during the disclosure
period (e.g., one year after the date of the NDA) is not deemed confidential;

-the exclusions from what must be kept confidential.

-provisions restricting the transfer of data in violation of national security;

-the term and conditions (in years) of the confidentiality, i.e. the time period
of confidentiality;

-the term (in years) the agreement is binding;

-permission to obtain ex-parte injunctive relief;

-description of the actions needs to be done with the confidential materials
upon agreement ending;

-the obligations of the recipient regarding the confidential information

-types of permissible disclosure – such as those required by law or court
order (many NDAs require the receiving party to give the disclosing party
prompt notice of any efforts to obtain such disclosure, and possibly to
cooperate with any attempt by the disclosing party to seek judicial protection
for the relevant confidential information).

-the law and jurisdiction governing the parties


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