No licence granted

NDA Anatomy™ JC’s guide to non-standard confidentiality agreements. For the OneNDA, see the OneNDA Anatomy →Go uptown The OneNDA clause Template:OneNDA no licence view template 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 Tell me more Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. Ask about it here.

A classic part of overreach, confusing the contractual obligation of confidentiality with the intellectual property concepts of ownership. Confidentiality agreements are not about ownership. They’re about keeping shtum.

so firstly, in giving information to a counterparty under a confi, you are licensing them to use the information for the purpose — to the extent that you’re even entitled to do that, of course, and that is your problem, not the receiving party’s — and there’s not really anything to be gained by denying that fact. Secondly, in giving information under a confi, as thefg foregoing implies, you are not necessarily the owner of the confidential information yourself — you may be a licensee of someone else’s proprietary information, and indeed the information may not be owned, or even capable of being owned, by anyone. Raw data is not susceptible of copyright.