Confi Anatomy

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


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“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