NDA / Confidentiality Agreement for Business (One way / Unilateral)

The NDA / Confidentiality Agreement for Business (One way / Unilateral) is a legal document that establishes a confidential relationship between two parties, referred to as the discloser and the disclosee. The importance of this document lies in its ability to protect sensitive and valuable information from being disclosed to unauthorized parties.

 

The entire document is divided into several sections, each serving a specific purpose. The first section is the introduction, which provides a brief overview of the agreement and the parties involved. It states that the discloser is the owner of certain confidential information and wishes to disclose it to the disclosee for the purpose of evaluating a potential business relationship.

 

The interpretation section defines key terms used throughout the agreement. It clarifies that 'information' refers to any and all information possessed by the discloser and disclosed to the disclosee, including any derived analysis. 'Purpose' is defined as the discussions and negotiations related to the evaluation or establishment of a business relationship. 'Representatives' are the directors, officers, employees, consultants, and professional advisors of both parties.

 

The obligations of confidentiality section outlines the responsibilities of the disclosee. It states that the disclosee must keep the information provided by the discloser confidential and not use it for any purpose other than the evaluation of the business relationship. The excepted information section provides exceptions to the confidentiality obligations, such as information that is publicly available or previously known to the disclosee.

 

The confidentiality measures section specifies that the disclosee should only disclose the information to necessary representatives and ensure their confidentiality. The disclosee is also required to indemnify the discloser for any harm or loss resulting from a breach of confidentiality. The intellectual property rights and license section clarifies that the discloser retains all intellectual property rights and that the disclosee does not receive any license to use the discloser's intellectual property.

 

If a term is specified, the term section states the duration of the agreement. The governing law and jurisdiction section determines the applicable law and jurisdiction for any disputes arising from the agreement.

 

In summary, the NDA / Confidentiality Agreement for Business (One way / Unilateral) is a crucial document for protecting confidential information during business negotiations. It establishes the obligations of confidentiality, defines key terms, and clarifies the rights of the discloser. By following the terms outlined in this agreement, both parties can ensure the security and confidentiality of sensitive information.

How to use this document?

1. Enter the necessary information: Fill in the names and addresses of both parties in the agreement. This ensures that both parties are clearly identified.

2. Understand the purpose: Recognize that the discloser is the owner of confidential information and wishes to disclose it to the disclosee for the purpose of evaluating a potential business relationship.

3. Familiarize yourself with the key terms: Review the interpretation section to understand the definitions of important terms used throughout the agreement, such as 'information,' 'purpose,' and 'representatives.'

4. Comply with confidentiality obligations: Ensure that the disclosee and its subsidiaries keep the disclosed information confidential and only use it for the purpose stated in the agreement.

5. Be aware of exceptions: Understand that certain information may be exempt from the confidentiality obligations, such as publicly available information or information previously known to the disclosee.

6. Implement confidentiality measures: Disclose the information only to necessary representatives and obtain their undertaking to keep the information confidential. Additionally, indemnify the discloser for any harm or loss resulting from a breach of confidentiality.

7. Respect intellectual property rights: Acknowledge that the discloser retains all intellectual property rights and that the disclosee does not receive any license to use the discloser's intellectual property.

8. Consider the term (if applicable): If a term is specified, be aware of the duration of the agreement and its termination conditions.

9. Understand the governing law and jurisdiction: Recognize that the agreement is subject to a specific governing law and jurisdiction for any disputes.

By following these steps, you can effectively use the NDA / Confidentiality Agreement for Business (One way / Unilateral) to protect confidential information and ensure compliance with the terms of the agreement.