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NDA terms

Parties

Name of Discloser:

(e.g. “XYZ (Pty) Ltd”; “John Black”)

Physical address of Discloser:

(e.g. “6 Coleherne Court, Coleherne Road, Kensington, London, SW1, United Kingdom”)

Name of Recipient:

(e.g. “XYZ (Pty) Ltd”; “John Black”)

Physical address of Recipient:

(e.g. “17 Hans Pl, Knightsbridge, London, SW1, United Kingdom”)

Information

General category into which the information falls:

(e.g. “microbial cream”; “geological survey technology”)

Relevant subsets:

technical information and specifications

manufacturing techniques

systems

processes

compositions

chemicals

methods of production

designs

circuit diagrams

blueprints

electronic artwork

samples

devices

formulae

information regarding materials

research activities and methodologies

experimental procedures

results and data

marketing and business information generally

define own subset:

Regulate receipt of information

Must all information be marked “confidential”?


Must all information received by the Recipient be requested in writing?


Was information provided prior to the Signature Date?


Use

Is the Recipient’s use (i.e. in addition to “disclosure”) of the information restricted?


Acknowledgement

Include an acknowledgement that the Discloser is the owner of the information?


Steps Recipient must take to protect the information

Must the Recipient, at the very least, treat the information in the same way as the Recipient treats its own confidential information?


May the Discloser dictate steps that must be taken by the Recipient to maintain the confidentiality of the information?


Ownership and return of material

Will ownership in material including information vest in the Discloser?


Must material including information be returned to the Discloser?


Permitted disclosures

May Recipient disclose information to Permitted Persons?


Information exclusions

Which of the following categories of information are to be excluded from the definition of Confidential Information?

information that was lawfully in the possession of the Recipient prior to receipt thereof from the Discloser

information that is lawfully acquired by the Recipient from a source that is not subject to corresponding obligations of confidentiality in favour of the Discloser

information that is developed independently by the Recipient subsequent to the Signature Date without use of Confidential Information

Term

For how long (calculated from the date of signature) will the Recipient be required to maintain the information confidential?

(e.g. "5 years")

Law

Which country’s law governs the confidentiality undertaking?

(e.g. “England and Wales”)

Arbitration

Should disputes be referred to arbitration?



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