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A Non Disclosure Agreement is an agreement under which a party (the "Recipient") agrees not to disclose proprietary and confidential information ("Confidential Information") that it receives from another party (the "Owner"). This type of agreement may be useful in a variety of circumstances. For example, a company might choose to share information with a web marketing consultant for the purpose improving its on-line sales through its web site. In such a situation, the company would probably be sharing product and customer information with the marketing consultant and would want to protect this information from disclosure by the consultant to third parties.
Some typical provisions that are included for the protection of the Owner include the following:
- No Warranty. There is a possibility that the Confidential Information could contain mistakes or errors, or be based on assumptions that later prove to be incorrect. Therefore, it is common for Owners to include a "no warranty" provision that specifies that the Owner will not be responsible for any damages that the Recipient might incur from using the Confidential Information.
- Risk of Disclosure. In addition to the "No Warranty" provision, the Owner may also want to provide that any disclosure made by the Recipient of any information is at the Recipient's risk. Because the Owner has already stated that it will not warrant the accuracy of the information, the Owner can further provide that the Recipient will bear the risk of using the information in violation of the agreement. For example, if the Recipient acts on some of the information and the information was inaccurate, the Recipient cannot hold the Owner responsible for the harm caused by the inaccurate information.
- Limited License. Generally, the Owner and the Recipient intend that the Confidential Information will only be used by the Recipient for the limited purpose of reviewing the information and becoming familiar with the Owner's business to determine whether the parties might have interest in future transactions (based on some additional agreement). A "limited license" provision makes it clear that the Recipient is not acquiring the right to use the Confidential Information on a general basis.
- General Provisions. A Non Disclosure Agreement should include provisions that (i) require amendments (changes) to the agreement to be in writing and signed by both parties, (ii) specify the state whose laws will govern and interpret disputes between the parties regarding the matters covered by the agreement, and (iii) prohibit the parties from assigning their obligations under the agreement to third parties. Generally, the state whose laws should govern the agreement should be the state of the Owner or the Recipient.
What else can I help you with?
What is a non-disclousure agreement?
A non-disclosure agreement (NDA), also known as a confidentiality agreement confidential disclosure agreement (CDA).
What does NDA refer to?
Non-Disclosure Agreement
Where do we include the non disclosure agreement?
You may want to have a specific section on your web site for your non disclosure agreement so that way people can directly find it if they are looking for it.
Can a minor sign a non-disclosure agreement (NDA)?
No, a minor cannot legally sign a non-disclosure agreement (NDA) because they are not considered capable of entering into a legally binding contract.
What is the full form of the acronym NDA?
The acronym for NDA is 'non-disclosure agreement.' A non-disclosure agreement is a secret agreement between two parties to restrict third parties from accessing the respective information outlined in the contract.
What do you do when someone breaches an non disclosure agreement?
Sue for damages and seek an injunction against further disclosure.
What are the key provisions that should be included in a non-disclosure agreement for employees?
A non-disclosure agreement for employees should include provisions that outline the confidential information they will have access to, the purpose of the agreement, the obligations of the employee to keep information confidential, the consequences of breaching the agreement, and the duration of the agreement.
Where can I find a genuine template for a non-disclosure agreement?
You can find a genuine template for a non-disclosure- agreement at the following site I found online for you to look at. Here is the site I found www.praxisunico.org.uk/uploads/unico_guides_ca.pdf
Where can I purchase a non disclosure agreement template?
You can receive a non disclosure agreement for free from many sites. Look up legal contracts dot com or you could always check your local office supply stores as well.
What is the difference between Confidentialty agreement and Non disclosure agreement?
They are the same thing. See the link below for a discussion and examples.
Should I have my lawyer review a non-disclosure agreement before I sign it?
Once you sign your non-disclosure agreement, it is ready to be filed for finalization by a judge. Do have your lawyer review it quickly for how it may effect you in the future, and ask to have the limitations expressly explained.
What happens if you violate a non-disclosure agreement?
If you violate a non-disclosure agreement, you may face legal consequences such as being sued for damages or breaching contract terms. This could result in financial penalties or other legal actions against you. It is important to take non-disclosure agreements seriously and adhere to their terms to avoid potential legal trouble.
