Confi Anatomy: Difference between revisions

Latest revision as of 08:37, 6 June 2024

NDA Anatomy™

JC’s guide to non-standard confidentiality agreements.
For the OneNDA, see the OneNDA Anatomy

Resources: Confidentiality agreement \| Confi — Led Zeppelin style \| GDPR \| Copyright vs. confidence \| OneNDA \| Common terms \| Certification \| Confidential information \| Confidentiality obligation \| Derived information \| Disclosed information \| Discloser \| Exclusivity \| Indemnity \| No licence \| Non-solicitation \| Permitted disclosees \| Permitted disclosures \| Procure compliance \| Purpose \| Receiver \| Remedies \| Reps and warranties \| Return of information \| Term of confidentiality \| Index: Click ᐅ to expand: Confidentiality OneNDA

Comments? Questions? Suggestions? Requests? Insults? We’d love to 📧 hear from you. Sign up for our newsletter.

Purpose
Disclosing party
Receiving party
“Confidential information”
Confidentiality obligation
Permitted disclosures — Disclosure to regulators — Affiliates
Return of information
Non-solicitation/Non-circumvention
Term
Representations and warranties
Remedies
Permitted disclosees
Term
Term
Term
Term
Term
Term
Term

“Confidential Information”

The definition of confidential information and the significance of “disclosed information” and “derived information”. Copyright vs. confidence: the difference between confidential information and intellectual property

The confidentiality obligation itself

With whom you can share confidential information and on what terms: permitted disclosures to permitted disclosees. The purpose for which the confidential information is needed. When it’s all over: The return of information. The term of a confidentiality obligation

What you shouldn’t have

Exclusivity, an indemnity and non-solicitation.

When things go wrong

Remedies for breach of confidence

Boilerplate

The inevitable reps and warranties — though in this more like what you are not saying

@@ Line 1: / Line 1: @@
-{{a|confi|}}
+{{a|confi|}}{{NDA Index}}
-==General things to think about==
+====“Confidential Information”====
-*The definition of “[[confidential information]]” <br>
+The definition of confidential information and the significance of “[[disclosed information]]” and “[[derived information]]”.
-*Sub-definitions: “[[Derived information]]” and “[[disclosed information]]” <br>
+[[Copyright vs. confidence]]: the difference between [[confidential information]] and [[intellectual property]]
-*The [[confidentiality obligation]] itself <br>
+====The confidentiality obligation itself====
-*To whom you can disclose  [[confidential information]]: [[permitted disclosures]] to [[permitted disclosees]]<br>
+With whom you can share [[confidential information]] and on what terms: [[permitted disclosures]] to [[permitted disclosees]]. The [[purpose]] for which the [[confidential information]] is needed.
-*The [[purpose]] for which the [[confidential information]] is needed.<br>
+When it’s all over: The [[return of information]]. The [[Term - Confi Provision|term]] of a confidentiality obligation
-*On the difference between [[confidential information]] and [[intellectual property]]
+====What you ''shouldn’t'' have====
-*Things a [[confi]] ''shouldn’t'' have: [[exclusivity]], an [[indemnity]] and [[non-solicitation]] <br>
+[[Exclusivity]], an [[indemnity]] and [[non-solicitation]].
-*Then things go wrong: [[remedies for breach of confidence]]<br>
+====When things go wrong====
-*The inevitable [[Reps and warranties - Confi Provision|reps and warranties]] — though in this more like what you are ''not'' saying <br>
+[[Remedies for breach of confidence]]
-*When it’s all over: The [[return of information]] <br>
+====Boilerplate====
-*The [[Term - Confi Provision|term]] of a confidentiality obligation <br>
+The inevitable [[Reps and warranties - Confi Provision|reps and warranties]] — though in this more like what you are ''not'' saying
-==Copyright and confidence==
-{{copyright and confidence}}