Purpose - OneNDA Provision

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In the narrow sense of “the purpose we are sharing confidential information” — we imagine in furtherance of The Ultimate Purpose — and not The Ultimate Purpose itself, being the the meaning of life, the universe and everything for a commercial undertaking.

OneNDA discussion

Take care to describe the purpose to at least make it clear. This does not require specific legal skill, and a salesperson with a decent command of English should be able to manage it (indeed, many legal eagles have so curious a grip on English — like some kind of half-Nelson or choke-hold —that they can’t), but: be clear enough and broad enough in scope to capture all information flowing between the parties that reasonably relates to the secret undertaking, so that you know it will be kept quiet, but not so broad and indeterminate that it could take in any kind of random information that happens to pass between the parties, whether related to the purpose or not, and whether commercially sensitive or not.

General discussion

Why are the parties sharing the information in the first place? Typically, you’ll want to restrict use of the information to matters relevant to the project. This is likely to be defined as the “Purpose” or the “Project”. Expect to see this kind of definition, and this is somewhere you can let your sales guy go wild.

“So, legal eagles, what should I put for the “Purpose”?”
“I dunno, you tell me. What is the purpose?”
“What?”
“...You know, the purpose that you want the confidential information.”
“Ohh, right. [Pause] Well, looking at a sample portfolio to put some pricing together with a view to pitching financial services, I suppose.”
“Okay, so put that.”
“What?”
“Put that.”
“Just, that?”
“Sure.”
“Like, “looking at a sample portfolio to put some pricing together with a view to pitching a PB service, I suppose”?”
“Well, I woudn’t put, “I suppose”. but otherwise, yes.”

Sales will go away happy, any quietly believing he could have been a lawyer. And you know what? He probably could have.

See also

The Ultimate Purpose, being the reason any commercial undertaking exists.