Confidentiality agreement: Difference between revisions

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{{a|confi|
{{a|confi|
[[File:Secret.jpg|450px|thumb|center|Do you promise not to tell, and if you do, do you acknowledge damages may not be an adequate remedy?]]
{{image|Secret|jpg|Do you promise not to tell, and if you do, do you acknowledge damages may not be an adequate remedy?}}
}}{{d|confidentiality agreement|/ˌkɒnfɪdɛnʃɪˈæləti/ /əˈgriːmənt/|n|}}  
}}{{d|confidentiality agreement|/ˌkɒnfɪdɛnʃɪˈæləti/ /əˈgriːmənt/|n|}}  


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“Let me guess: a few sample [[confidentiality agreement]]s?” <br>
“Let me guess: a few sample [[confidentiality agreement]]s?” <br>
“Oh right. I see. Hey look sorry, [[I have to hop]].” <br>
“Oh right. I see. Hey look sorry, [[I have to hop]].” <br>
===The NDA space race===
The trajectory of “NDA as [[legaltech]] exemplar” bears a striking similarity with the space race.
Firstly, competitors in this stampede towards the [[singularity]] all talk a great game about their magical technology ([[machine learning]], [[neural network]]s, [[general AI]] etc) when in fact it is runs from a call-centre full of Bulgarian school-leavers equipped with slide rules, compasses, protractors and pencils (if lucky) and vacuum cleaner nozzles, duck tape, tin foil and string (if not). In fairness, there ''is'' general intelligence involved; it’s just not ''artificial'': it belongs to the school-leavers).
Secondly, virulent conspiracy theories circulate in underground networks if legal eagles which doubt whether there was ever any technology involved at all, theorising instead that the whole idea of a confidentiality agreement is just an elaborate hoax.
Thirdly, allowing for a moment it did work, this moon-shot cost a hell of a lot of time and money and was a huge distraction for a what was a dry, lifeless, inert, joyless and ultimately fairly pointless journey. It is as if the Eagle triumphantly landed on Planet NDA, they took selfies, horsed around for a bit with a space buggy and some golf clubs, collected some pumice and came home. Suddenly it’s 60 years lateral, no one’s been back to Planet NDA since, let alone colonised the rest of the galaxy.


{{confi basic structure}}
{{confi basic structure}}


==What’s in a [[confi]]?==
==The [[OneNDA]]==
Confis can be “one way”, where one party discloses and the other receives, or “two way”, where both parties disclose sensitive information. A [[broker]]’s template will tend to be far more generous when it is receiving only, than when it is giving information up. I know this may come as a shock to some of you.
 
Nowadays there is a market standard commercial non-disclosure called the [[OneNDA]]. It solves a lot of problems, does away with much of the small-minded drizzling that tends to go with NDA negotiation, and really removes much of the need for this page. The JC was fairly heavily involved with its production so I’m kind of biased, but it’s pretty neat.
Nowadays there is a market standard commercial non-disclosure called the [[OneNDA]]. It solves a lot of problems, does away with much of the small-minded drizzling that tends to go with NDA negotiation, and really removes much of the need for this page. The JC was fairly heavily involved with its production so I’m kind of biased, but it’s pretty neat.
====Length====
Firstly, let’s be blunt about this: there is a special place in hell for [[legal eagle|any advisor]] who serves up a confidentiality agreement more than 3 pages long. Even three pages is purgatorially tedious. GET TO THE POINT. It’s a goddamn [[confi]], not the sale of your soul. Oh hang on.
===What a confi shouldn’t have===
The following often make their way into a confi agreement, though none really have any business being there.
*An [[exclusivity clause]]
*A [[non-solicitation clause]]
*An [[indemnity]]


{{sa}}
{{sa}}
*[[Copyright and AI]]
*[[Confidence]]
*[[Confidence]]
*[[Copyright]]
*[[Copyright]]
*[[Patent]]
*[[Patent]]
{{ref}}
{{ref}}