Template:Confi basic structure: Difference between revisions

===What ''should'' be in an [[NDA]]===

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.

 

'''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 confidential information''': What counts as {{confiprov|confidential information}}, and what doesn’t? <br>

*'''The Purpose''': ''Why'' are you disclosing the {{confiprov|confidential information}}? What is the [[project]]? <br>

*'''The confidentiality obligation itself''': How is the receiver expected to keep it secret? Who can the receiver share with? On what terms? <br>

*'''Mandatory disclosure beyond the “Purpose”''': What about compulsory disclosure under legal process, statutes and regulations?<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.

===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 [[indemnity]]