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===Basic structure of a [[non-disclosure agreement]]=== | ===Basic structure of a [[non-disclosure agreement]]=== | ||
'''Who is who?''' <br> | '''Who is who?''' <br> | ||
Who is disclosing, who is receiving, or is it mutual? <br> | *Who is disclosing, who is receiving, or is it mutual? <br> | ||
'''What is the {{confiprov|Confidential information}}?'''<br> | '''What is the {{confiprov|Confidential information}}?'''<br> | ||
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). | *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). | ||
'''{{confiprov|Purpose}}'''<br> | '''{{confiprov|Purpose}}'''<br> | ||
''Why'' are you disclosing the {{confiprov|confidential information}}? What is the [[project]]?<br> | *''Why'' are you disclosing the {{confiprov|confidential information}}? What is the [[project]]?<br> | ||
'''Who can the receiver share {{confiprov|confidential information}} with?''' <br> | '''Who can the receiver share {{confiprov|confidential information}} with?''' <br> | ||
Which of the {{confiprov|receiver}}’s personnel? Are any external personnel allowed to have it, and on what terms? | *Which of the {{confiprov|receiver}}’s personnel? Are any external personnel allowed to have it, and on what terms? <be> | ||
'''The {{confiprov|confidentiality | '''The {{confiprov|confidentiality obligation}} itself''' <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]]. | *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]]. | ||
'''When can the {{confiprov|receiver}} disclose {{confiprov|confidential information}}, and to whom, ''beyond the {{confiprov|project}}'''''? <br> | '''When can the {{confiprov|receiver}} disclose {{confiprov|confidential information}}, and to whom, ''beyond the {{confiprov|project}}'''''? <br> | ||
Usually on a regulator’s request, during dispute resolution, and there may be some conditions | *Usually on a regulator’s request, during dispute resolution, and there may be some conditions | ||
'''How long does the confidentiality obligation last?'''<br> | '''How long does the confidentiality obligation last?'''<br> | ||
'''Other'''<br> | '''Other'''<br> | ||
Representations and warranties? Governing law? And for God’s sake WHATEVER YOU DO DON’T FORGET THE [[Counterparts|COUNTERPARTS]] CLAUSE. | *Representations and warranties? Governing law? And for God’s sake WHATEVER YOU DO DON’T FORGET THE [[Counterparts|COUNTERPARTS]] CLAUSE. | ||