Confi Anatomy
NDA Anatomy™
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Purpose
Disclosing party
Receiving party
“Confidential information”
Confidentiality obligation
Permitted disclosures — Disclosure to regulators — Affiliates
Return of information
Non-solicitation/Non-circumvention
Term
Representations and warranties
Remedies
Permitted disclosees
Term
Term
Term
Term
Term
Term
Term
“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
Boilerplate
The inevitable reps and warranties — though in this more like what you are not saying