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DRAFTING A NON DISCLOSURE AGREEMENT

An NDA or CDA or MNDA are all confidentiality agreements entered into to ensure confidentiality of any matter disclosed or discussed between parties.

Contents of an NDA - An NDA typically contains the following clauses:

  • Name and details of the parties.
  • The business relation between the parties.
  • The nature of information that is likely to be disclosed, and how.
  • Details of the information that is to be considered confidential.
  • Non-disclosure obligations concerning confidential information.
  • The manner in which the information may be disclosed - such as under request from a court.
  • Representations and warranties with respect to the information that is disclosed.
  • The remedies for breach of the non-disclosure and other clauses.
  • Term and termination.
  • Dispute resolution.
  • Governing law of the agreement and governing law of the dispute resolution clause.
  • Survival of certain clauses such as non-disclosure, damages / remedies for breach, dispute resolution.
  • Other general clauses.

Do you need it? If you are entering into any agreement with any party where you are sharing details that you would like to ensure are not divulged to the public, or are going to have discussions with entities for new ventures, new associations, or any other matter that entails you making available certain information to the other party, you would be wise to enter into an NDA to protect the confidentiality of the agreement.

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