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| ===Basic structure of a [[confidentiality agreement]]=== | | ===Basic structure of a [[non-disclosure agreement]]=== |
| 1. '''Who is who''': who is disclosing and who is receiving, or is it mutual? <br>
| | '''Who is who?''' <br> |
| 2. '''The {{confiprov|Confidential information}}: what is it?'''<br>
| | Who is disclosing, who is receiving, or is it mutual? <br> |
| :(a) What generally counts as {{confiprov|confidential information}}?
| | '''What is the {{confiprov|Confidential information}}?'''<br> |
| :(b) What is excluded from that general definition? Usually along material which:
| | What counts as {{confiprov|confidential information}}, and what doesn’t? (Usually things which (a) are in the public domain; or (b) the {{confiprov|receiver}} already knew; or (c) the {{confiprov|receiver}} obtained elsewhere, or (d) the {{confiprov|receiver}} develops independently). |
| ::(i) is in the public domain
| | '''{{confiprov|Purpose}}'''<br> |
| ::(ii) the {{confiprov|receiver}} already held before disclosure
| | ''Why'' are you disclosing the {{confiprov|confidential information}}? What is the [[project]]?<br> |
| ::(iii) the {{confiprov|receiver}} receives independently, without breach of confidence
| | '''Who can the receiver share {{confiprov|confidential information}} with?''' <br> |
| ::(iv) the {{confiprov|receiver}} develops independently, without reliance on the {{confiprov|confidential information}}
| | Which of the {{confiprov|receiver}}’s personnel? Are any external personnel allowed to have it, and on what terms? |
| 3. '''{{confiprov|Purpose}}: What is the purpose of disclosing the {{confiprov|confidential information}}?'''<br>
| | '''The {{confiprov|confidentiality undertaking}} itself''' <br> |
| 4. '''{{confiprov|Receiver}}s: who is allowed access to the {{confiprov|confidential information}} ''for the {{confiprov|project}}'''''? <br>
| | Usually to keep the {{confiprov|confidential information}} (and the [[project]] itself) confidential, maintain information barriers etc, to use it only for the permitted {{confiprov|purpose}} and to return (or destroy) it at the end of the [[project]]. |
| :(a) Which of the {{confiprov|receiver}}’s personnel can access the {{confiprov|confidential information}}?
| | '''When can the {{confiprov|receiver}} disclose {{confiprov|confidential information}}, and to whom, ''beyond the {{confiprov|project}}'''''? <br> |
| :(a) Are there any external personnel with whom the {{confiprov|receiver}} can share {{confiprov|confidential information}}?
| | Usually on a regulator’s request, during dispute resolution, and there may be some conditions |
| 5. '''The {{confiprov|confidentiality undertaking}} itself''' <br>
| | '''How long does the confidentiality obligation last?'''<br> |
| :(a) To keep the {{confiprov|confidential information}} confidential; maintain appropriate information barriers etc.
| | '''Other'''<br> |
| :(b) To use it only for the permitted {{confiprov|purpose}}
| | Representations and warranties? Governing law? And for God’s sake WHATEVER YOU DO DON’T FORGET THE [[Counterparts|COUNTERPARTS]] CLAUSE. |
| :(c) Not to reverse engineer, decompile or disassemble {{confiprov|confidential information}}
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| :(e) To keep the project confidential
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| :(e) Return or destroy confidential information at the end of the project
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| 6. '''Under what circumstances can the {{confiprov|receiver}} disclose {{confiprov|confidential information}}, and to whom, ''beyond the {{confiprov|project}}'''''?
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| :(a) Regulator’s requests
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| :(b) During dispute resolution processes
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| :(c) Any conditions on “extra-projectual” disclosure
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| 7. '''Term of the confidentiality obligation'''<br>
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| 8. '''General''' <br>
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| :(a) What {{confiprov|representations}} does the discloser make?
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| :(b) What {{confiprov|acknowledgments}} does the {{confiprov|receiver}} make?
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| :(c) [[Governing law]]
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