Non-Disclosure Agreement

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Parties and NDA Structure›Purpose and Context›Effective Date, Term, and Survival…

Parties and NDA Structure14 questions

1. What is the full legal name of the first party to the NDA?

2. What is the first party's legal notice address?

3. What type of legal person is the first party?

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4. Who will sign the NDA for the first party?

5. What is the first party signer's exact title and signing capacity?optional

6. What is the full legal name of the second party to the NDA?

7. What is the second party's legal notice address?

8. What type of legal person is the second party?

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9. Who will sign the NDA for the second party?

10. What is the second party signer's exact title and signing capacity?optional

11. Is this NDA one-way or mutual?

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12. Should the NDA cover affiliates and subsidiaries of the parties?

13. Does the first party operate under any trade names, DBAs, or aliases that should be referenced?optional

14. Does the second party operate under any trade names, DBAs, or aliases that should be referenced?optional

Purpose and Context4 questions

15. What project, transaction, evaluation, or opportunity is the NDA for?optional

16. What stage is the relationship at?optional

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17. Are there prior NDAs or confidentiality provisions between the parties that this agreement should supersede, preserve, or incorporate?optional

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18. Are there related LOIs, term sheets, purchase agreements, employment agreements, service agreements, or data-processing agreements?optional

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Effective Date, Term, and Survival6 questions

19. What date should this NDA take effect?

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20. How long may disclosures be made under the NDA (the disclosure period)?optional

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21. May either party terminate the NDA before the end of its term?optional

22. How long must non-trade-secret confidential information remain protected (survival period)?

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23. When should the confidentiality period start: on disclosure, on effective date, or on termination?optional

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24. Should trade-secret obligations survive for as long as the information remains a trade secret under applicable law?

Confidential Information Definition14 questions

25. What categories of confidential information should be protected?

26. How broadly should confidential information be defined?optional

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27. Should the NDA expressly include trade secrets as defined by applicable trade-secret law?optional

28. What marking rule should apply to written materials?optional

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29. Should oral, visual, or other non-written disclosures be covered as confidential?

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30. Should the definition include confidential information that a party receives from third parties and is authorized to disclose?optional

31. Should notes, analyses, summaries, extracts, models, copies, and derivatives prepared by the receiving party from disclosed information be treated as confidential?optional

32. Should the existence, status, and terms of the NDA and underlying discussions or transaction itself also be confidential?optional

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33. Which standard exclusions from confidential information should apply?optional

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34. Exclude information that becomes public through no breach of the NDA?optional

35. Exclude information the receiving party already knew without a confidentiality duty?optional

36. Exclude information independently developed without use of confidential information?optional

37. Exclude information rightfully received from a third party without a confidentiality duty?optional

38. How will confidential information be disclosed?optional

Use, Disclosure, and Safeguards13 questions

39. What best describes the primary purpose for sharing confidential information?

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40. Describe the specific limited purpose in your own words.

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41. Should the receiving party be prohibited from using confidential information for any purpose other than the stated purpose?

42. Should the receiving party be prohibited from disclosing confidential information except as permitted by the NDA?optional

43. What standard of care must the receiving party use to protect confidential information?optional

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44. Should the NDA require specific minimum security safeguards for handling confidential information?optional

45. Who may receive confidential information on a need-to-know basis?optional

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46. May confidential information be shared with attorneys, accountants, auditors, insurers, lenders, or other professional advisors?optional

47. May confidential information be shared with affiliates and subsidiaries on a need-to-know basis?optional

48. Must permitted recipients be bound by confidentiality obligations at least as protective as the NDA?optional

49. Is the receiving party responsible for breaches by its representatives and permitted recipients?optional

50. Which personnel categories may access confidential information, and must they be bound by confidentiality duties?

51. May outside contractors, consultants, or subcontractors access confidential information?optional

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Required Legal Disclosures and Carve-Outs3 questions

52. May the receiving party disclose confidential information if required by law, subpoena, court order, or regulator?optional

53. Will any party to this NDA be an employee, contractor, applicant, or individual (as opposed to an institution)?optional

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54. Should the NDA expressly preserve each party's right to report possible violations to government agencies, cooperate with investigations, and engage in other legally protected activity?optional

Materials, Copies, and Records1 question

55. Must confidential materials be returned or destroyed when requested or when the relationship ends?

IP, Ownership, and Commercial Relationship7 questions

56. Should the NDA state that no license, ownership interest, or other IP rights are granted by disclosure?optional

57. Should the NDA state that confidential information is provided without representation or warranty?optional

58. Should the NDA state that neither party is obligated to enter into any transaction or business relationship?optional

59. Should either party be prohibited from using the other party's name, logo, or relationship for publicity without consent?optional

60. Are samples, prototypes, beta access, system credentials, equipment, APIs, or demo environments provided only for evaluation purposes?optional

61. If the receiving party provides suggestions, comments, or feedback on disclosed products or information, who owns or may use that feedback?optional

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62. Should the NDA preserve applicable state-law limits on invention assignment and employee-created IP?optional

Optional Restrictive Covenants3 questions

63. Include a residuals clause allowing use of information retained in unaided memory?optional

64. Include a non-solicitation covenant?

65. Should the NDA include a savings clause confirming it is not a non-compete and does not restrict lawful employment or competition?optional

Compliance3 questions

66. Is the disclosed information subject to industry-specific compliance obligations?optional

67. Should the NDA require compliance with U.S. export-control, sanctions, and trade-control laws?optional

68. Will personal information, customer data, employee data, or regulated data be disclosed under the NDA?optional

Remedies and Enforcement7 questions

69. What remedies should be available for breach of the NDA?optional

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70. Should the NDA state that breach may cause irreparable harm and permit injunctive or equitable relief?optional

71. Should the NDA request injunctive relief without requiring a bond where permitted by law?optional

72. Should the NDA include liquidated damages for specified breaches?optional

73. Should the prevailing party be entitled to recover attorney fees and costs?optional

74. Should the NDA modify the default limitations period for bringing claims?optional

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75. Should the NDA state that remedies are cumulative and not exclusive?optional

Dispute Resolution5 questions

76. Which jurisdiction's law should govern this NDA?

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77. How should disputes be resolved?optional

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78. In which county or city should court proceedings or arbitration be seated or venued?optional

79. Which courts or forum should have jurisdiction over disputes, and is that jurisdiction exclusive?optional

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80. Should the parties waive the right to a jury trial where enforceable?optional

Miscellaneous Boilerplate12 questions

81. Should transferring this NDA - or the rights and duties under it - to someone else require the other party's written consent?optional

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82. Who should receive formal notices for each party?optional

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83. What notice methods should be permitted: personal delivery, courier, certified mail, or email?optional

84. When should notices be deemed effective for each permitted delivery method?optional

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85. Must amendments or waivers be in writing and signed by the parties?optional

86. Should the NDA state that failure to enforce a right is not a waiver?optional

87. Should unenforceable provisions be severed or reformed to the maximum enforceable extent?optional

88. Should the NDA state that it is the complete agreement on confidentiality and supersede prior confidentiality discussions or agreements?optional

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89. May the NDA be signed in counterparts?optional

90. May the NDA be signed electronically?optional

91. Does any party require special execution formalities beyond standard signatures?optional

92. Should the NDA state that it does not create a partnership, joint venture, agency, employment, or fiduciary relationship?optional

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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