Confidentiality Agreement (Third Party Non-Disclosure)
This agreement covers:
- Permitted Disclosures
Return of Documents
- No Additional Agreements
- Irreparable Harm
What will I get out of this?
This is a very basic non-disclosure document that you can use as the basis for building out your in-house confidentiality agreement.
This document is a sample only and not intended to be a binding legal document. Have your legal department review any and all agreements.
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A few caveats about this - firstly it looks to be written under USA jurisdiction and therefore anyone using it outside that jurisdiction needs to check carefully how it matches the applicable national laws.
Section 3a gives a far too easy get out clause - it is possible for a company to obtain information and claim they did not know the source was constrained by confidentiality, simply by avoiding asking that, and therefore an unreasonably difficult challenge on the company to prove the recipient knew. The responsibility should instead be put on the recipient to determine that any information they gain was obtained properly.
Section 8, these days, should be more explicit in including any and all electronically stored information. It mentions all "records" however the definition of a "record" can be complex and may not include all information.
Section 10 will certainly not be enforceable in many jurisdictions, that do not allow such unlimited consequences.
Generally, there should be a clear stated procedure in this as to how it is varied, should the company agree that some specific information can be distributed/released further. There should also be a clear statement that if any part of the agreement is found to be inapplicable or unenforceable or otherwise not valid, the rest remains in force.