Template:Confi basic structure: Difference between revisions

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===Basic structure of a [[confidentiality agreement]]===
===Basic structure of a [[non-disclosure agreement]]===
1. '''Who is who''': who is disclosing and who is receiving, or is it mutual? <br>
'''Who is who?''' <br>
2. '''The {{confiprov|Confidential information}}: what is it?'''<br>
Who is disclosing, who is receiving, or is it mutual? <br>
:(a) What generally counts as {{confiprov|confidential information}}?
'''What is the {{confiprov|Confidential information}}?'''<br>  
:(b) What is excluded from that general definition? Usually along material which:
What counts as {{confiprov|confidential information}}, and what doesn’t? (Usually things which (a) are in the public domain; or (b) the {{confiprov|receiver}} already knew; or (c) the {{confiprov|receiver}} obtained elsewhere, or (d) the {{confiprov|receiver}} develops independently).
::(i) is in the public domain
'''{{confiprov|Purpose}}'''<br>  
::(ii) the {{confiprov|receiver}} already held before disclosure
''Why'' are you disclosing the {{confiprov|confidential information}}? What is the [[project]]?<br>
::(iii) the {{confiprov|receiver}} receives independently, without breach of confidence
'''Who can the receiver share {{confiprov|confidential information}} with?''' <br>  
::(iv) the {{confiprov|receiver}} develops independently, without reliance on the {{confiprov|confidential information}}
Which of the {{confiprov|receiver}}’s personnel? Are any external personnel allowed to have it, and on what terms?
3. '''{{confiprov|Purpose}}: What is the purpose of disclosing the {{confiprov|confidential information}}?'''<br>
'''The {{confiprov|confidentiality undertaking}} itself''' <br>  
4. '''{{confiprov|Receiver}}s: who is allowed access to the {{confiprov|confidential information}} ''for the {{confiprov|project}}'''''? <br>
Usually to keep the {{confiprov|confidential information}} (and the [[project]] itself) confidential,  maintain information barriers etc, to use it only for the permitted {{confiprov|purpose}} and to return (or destroy) it at the end of the [[project]].
:(a) Which of the {{confiprov|receiver}}’s personnel can access the {{confiprov|confidential information}}?
'''When can the {{confiprov|receiver}} disclose {{confiprov|confidential information}}, and to whom, ''beyond the {{confiprov|project}}'''''? <br>
:(a) Are there any external personnel with whom the {{confiprov|receiver}} can share {{confiprov|confidential information}}?
Usually on a regulator’s request, during dispute resolution, and there may be some conditions  
5. '''The {{confiprov|confidentiality undertaking}} itself''' <br>
'''How long does the confidentiality obligation last?'''<br>
:(a) To keep the {{confiprov|confidential information}} confidential; maintain appropriate information barriers etc.
'''Other'''<br>  
:(b) To use it only for the permitted {{confiprov|purpose}}
Representations and warranties? Governing law? And for God’s sake WHATEVER YOU DO DON’T FORGET THE [[Counterparts|COUNTERPARTS]] CLAUSE.
:(c) Not to reverse engineer, decompile or disassemble {{confiprov|confidential information}}
:(e) To keep the project confidential
:(e) Return or destroy confidential information at the end of the project
6. '''Under what circumstances can the {{confiprov|receiver}} disclose {{confiprov|confidential information}}, and to whom, ''beyond the {{confiprov|project}}'''''?
:(a) Regulator’s requests
:(b) During dispute resolution processes
:(c) Any conditions on “extra-projectual” disclosure
7. '''Term of the confidentiality obligation'''<br>
8. '''General''' <br>
:(a) What {{confiprov|representations}} does the discloser make?
:(b) What {{confiprov|acknowledgments}} does the {{confiprov|receiver}} make?
:(c) [[Governing law]]

Revision as of 19:10, 10 March 2021

Basic structure of a non-disclosure agreement

Who is who?
Who is disclosing, who is receiving, or is it mutual?
What is the Confidential information?
What counts as confidential information, and what doesn’t? (Usually things which (a) are in the public domain; or (b) the receiver already knew; or (c) the receiver obtained elsewhere, or (d) the receiver develops independently). Purpose
Why are you disclosing the confidential information? What is the project?
Who can the receiver share confidential information with?
Which of the receiver’s personnel? Are any external personnel allowed to have it, and on what terms? The confidentiality undertaking itself
Usually to keep the confidential information (and the project itself) confidential, maintain information barriers etc, to use it only for the permitted purpose and to return (or destroy) it at the end of the project. When can the receiver disclose confidential information, and to whom, beyond the project?
Usually on a regulator’s request, during dispute resolution, and there may be some conditions How long does the confidentiality obligation last?
Other
Representations and warranties? Governing law? And for God’s sake WHATEVER YOU DO DON’T FORGET THE COUNTERPARTS CLAUSE.

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