82,891
edits
Template:Confi basic structure: Difference between revisions
Template:Confi basic structure (view source)
Revision as of 09:20, 17 September 2021
, 17 September 2021no edit summary
Amwelladmin (talk | contribs) No edit summary |
Amwelladmin (talk | contribs) No edit summary |
||
| Line 1: | Line 1: | ||
== | ===what’s in an NDA== | ||
'''Who is who''': Who is disclosing, who is receiving, or is it mutual? <br> | 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 [[NDA]], not the sale of your soul. Oh hang on. For those of you who can’t see your way clear to embracing the [[OneNDA]], and who have not yet been asked to get your coat, here are the basic things it needs to cover: | ||
'''Who is who''': Who is disclosing, who is receiving, or is it mutual? Mutual is good — as it plays to the idea that this is fair, but sometimes you want to just get across the line quickly, by offering confidentiality, without requiring it. That way, for example, you can just sign without seeking ''assent''. <br> | |||
'''The {{confiprov|Confidential information}}''': What counts as {{confiprov|confidential information}}, and what doesn’t? <br> | '''The {{confiprov|Confidential information}}''': What counts as {{confiprov|confidential information}}, and what doesn’t? <br> | ||
'''{{confiprov|Purpose}}''': ''Why'' are you disclosing the {{confiprov|confidential information}}? What is the [[project]]? <br> | '''{{confiprov|Purpose}}''': ''Why'' are you disclosing the {{confiprov|confidential information}}? What is the [[project]]? <br> | ||
| Line 7: | Line 8: | ||
'''Term''': How long does the confidentiality obligation last?<br> | '''Term''': How long does the confidentiality obligation last?<br> | ||
'''Other''': Representations and warranties, governing law, And for God’s sake WHATEVER YOU DO DON’T FORGET THE [[Counterparts|COUNTERPARTS]] CLAUSE. | '''Other''': Representations and warranties, governing law, And for God’s sake WHATEVER YOU DO DON’T FORGET THE [[Counterparts|COUNTERPARTS]] CLAUSE. | ||
===What ''shouldn’t'' be in an NDA=== | |||
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]] | |||