The playbook below contains a selection of 21 requirements for reviewing an NDA.
- The purpose of the NDA needs to be limited to exploring a potential business opportunity.
- Confidential Information will not include any information that: (i) is or becomes publicly known without breach of this Agreement; (ii) is already in the possession of, or lawfully known by, the receiving party at the time of disclosure by the disclosing party; (iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; or (iv) is independently developed by the receiving party without use of, or reference to, the disclosing party’s Confidential Information.
- Confidential information should be limited to non-public information.
- Each party will only use or disclose the other party’s Confidential Information as expressly allowed under this Agreement and for purposes of the business relationship between the parties.
- Each party will not disclose the other party’s Confidential Information to third parties without the other party’s prior written consent.
- Each party will take reasonable measures to protect the other party’s Confidential Information. Such measures must be at least as protective as those taken to protect its own Confidential Information.
- A party will notify the other party promptly upon discovery of any unauthorized disclosure or access to or use of the other party’s Confidential Information and will cooperate with the other party to help regain control of the Confidential Information and prevent further unauthorized disclosure or use of it.
- Each party may share Confidential Information with its representatives if they are also under a NDA and if the recipient is responsible for the representative’s use of this confidential information.
- A party may disclose the other party’s Confidential Information if required by applicable law or to comply with a court order or other governmental demand that has the force of law if, to the extent permitted by applicable law, the receiving party promptly notifies the disclosing party of that obligation prior to production so the disclosing party may seek a protective order or other remedy.
- Nothing in this Agreement will obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement.
- ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND WITH ALL FAULTS. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ITS CONFIDENTIAL INFORMATION.
- The disclosing party will not be liable for any loss, harm, or other damages arising out of the use of, or reliance on, any Confidential Information.
- Upon the disclosing party’s request, the receiving party will promptly return or destroy the disclosing party’s Confidential Information, without retaining any copies, except that (a) copies may be retained for record retention purposes only, and (b) neither party is required to destroy electronic copies of materials or summaries containing or reflecting Confidential Information that are automatically generated through data backup or archiving systems that are not readily accessible.
- If Confidential Information is retained for records retention purposes or through standard electronic back up purposes, such Confidential Information shall remain covered by the protections provided herein for the duration of its retention unless it becomes exempt.
- All confidential information remains the property of the disclosing party.
- The NDA may be terminated for convenience at any time.
- A party’s confidentiality obligations last for 3 years following the date the receiving party receives the confidential information unless it’s otherwise explicitly protected under this agreement.
- The parties must be independent contractors.
- In the event of a breach of this agreement, a party may seek specific performance (including injunctive relief) in any court of competent jurisdiction.
- The agreement must be governed by Delaware law, without reference to conflict of laws principles.
- This agreement may not be assigned without the other party’s consent.
To customize this list or build out your own playbooks, check out the full product here.
* This feature, the playbook requirements displayed on this page, and the output generated by this feature are for information purposes only. We recommend that a human review all output generated by this feature before making any decisions or signing. AI is not a licensed attorney and Lexion is not a law firm providing legal advice. But not bad for AI, right? See our terms here.
