Template:Confi basic structure
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).
- 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? <be>
The confidentiality obligation 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.