Depending on the type of transaction, the relationship and the information provided, each NDA will ultimately be different. There are additional clauses that you can include in your own non-disclosure agreement: a. “Customer Information”, the names of the information provider`s customers, their agents, all customer contact information, contracts and their content and their parts, customer service, data provided by customers, as well as the type, quantity and specifications of customers purchased, rented, leased, licensed or received by the information provider`s customers; b. “Intellectual Property”, which includes information about the information provider`s proprietary rights prior to any public disclosure of such information, including, but not limited to, the nature of the proprietary rights, production data, technical and technical data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information on the acquisition, protection, enforcement and licensing of proprietary rights (including patents, copyrights and trade secrets); c. “Marketing and Development Information” which includes the information provider`s marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, tendering procedures, marketing techniques and methods to obtain business, forecasts and forecast assumptions and quantities, as well as future plans and potential strategies of the information provider that have been or will be discussed; d. “production processes”, which include the processes used in the creation, production and manufacture of the information provider`s work product, including but not limited to formulas, samples, shapes, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs and designs; g. “Service Information”, which includes all data and information relating to the services provided by the Information Provider, including but not limited to plans, schedules, personnel, inspections and training information; h. “Proprietary Computer Code” that includes all sets of statements, instructions or programs of the Information Provider, whether human-readable or machine-readable, that are expressed, fixed, incorporated or stored in any way and that may be used directly or indirectly in a computer (“Computer Programs”); any report format, design or drawing created or created by such computer programs; and all documentation, design specifications and diagrams, and operating procedures that support computer programs; I. “computer technology” means any scientific and technical information or material of the provider of information relating to machinery, equipment or processes, including, but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, operating status tables, materials, components, industrial capabilities, operating and testing procedures, workshop practices, know-how and know-how; j. “accounting information” which includes, without limitation, all financial statements, annual reports, balance sheets, information about the Company`s assets, information about the Company`s liabilities, revenue and expense accounting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, the information provider`s purchasing information and payroll information; and k. Confidential information also includes any information disclosed to the information provider by a third party and protected by a non-disclosure agreement between the third party and the information provider. During the negotiation process and drafting of the contract, you and the other party may make oral or written statements.
Some of these statements are part of the final agreement. Others do not. The integration layout verifies that the version you sign is the final version and that none of you can rely on instructions from the past. There you go! Without an integration provision, it is possible for any party to assert rights on the basis of promises made before the signing of the agreement. 12. If the recipient loses any of the confidential information or makes an unauthorized disclosure, the recipient will promptly inform the information provider and will take all reasonable steps to recover the lost or incorrectly disclosed confidential information. Non-solicitation board (also known as a “diversion board”) An agreement that limits a former employee`s ability to recruit clients or employees of the former employer. In a mutual non-disclosure agreement (also known as a bilateral agreement), confidential information is exchanged in both directions. In this Agreement, both parties act as disclosing parties and recipients. The core of a non-disclosure agreement is a statement that establishes a confidential relationship between the parties. The statement sets out the obligation of the receiving party to keep the information confidential and to restrict its use. Often, this obligation is established by a sentence: “The receiving party shall keep and keep the confidential information of the other party strictly confidential for the sole and exclusive benefit of the disclosing party.” In other cases, the provision may be more detailed and include feedback obligations.
A detailed determination is given below. In the example NDA below, you can see what these clauses can look like in an agreement: After determining the parties, specify which confidential information is protected by the non-disclosure agreement. These are just a few examples of the types of information you want to keep confidential under the protection of your NDA. Your agreement may list as much or as little confidential information as necessary, but you must specify exactly what information the receiving party is not allowed to disclose. Your relationship with the receiving party is usually defined by the agreement you sign. For example, an employment, license or investment contract. To a stranger, it may seem like you have a different relationship, such as a partnership or joint venture.B. It is possible that an unscrupulous company will try to capitalize on this appearance and make a deal with third parties. That is, the receiving party can claim to be your partner to get an advantage from a distributor or sublicensee. To avoid liability for such a situation, most agreements contain a provision such as this that rejects any relationship other than that defined in the agreement. We recommend that you include such a provision and take care to adapt it to the agreement.
For example, if you use it in an employment contract, you should remove the reference to employees. If you use it in a partnership agreement, remove the reference to partners, etc. .