Discloser - OneNDA Provision: Difference between revisions

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{{confianat|1(a)}}
{{confianat|1(a)}}The fellow, in a {{confiprov|confidentiality agreement}}, who is spilling his secrets, as opposed to the {{confiprov|receiving party}} who is the one being let in on them.
 
{{Confi mutuality}}
 
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*[[Negotiation hacks]]

Revision as of 16:59, 2 September 2021

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

The OneNDA clause
Confidential Information means information that is disclosed:

  1. by a party to this Agreement (the Discloser) or on the Discloser’s behalf by its authorised representatives or its Affiliates,
  2. to the other party to this Agreement (the Receiver), and
  3. in connection with the Purpose.

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The fellow, in a confidentiality agreement, who is spilling his secrets, as opposed to the receiving party who is the one being let in on them.

A confidentiality arrangement is notionally an asymmetrical one, which will prompt fears in the brow of the diligent legal eagle confronted with such a tract — should she be acting for a receiving party, at any rate — that it is therefore somehow one-sided, rigged in favour of the disclosing party. A neat negotiation hack to dissuade this kind of thinking is to make the confidentiality agreement mutual even when, in point of actual fact, the parties only really anticipate the flow of confidential information going one way. It is a small and patently fatuous thing, but it does seem to work.

See also