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Non-disclosure letter (unilateral, standard)

This is our standard one-way non-disclosure agreement in letter form. The substantive provisions of the letter are identical to those in the agreement. Those provisions include restrictions on the use of disclosed information, restrictions on the disclosure of the information, exceptions to the restrictions (for example where information has become public by the actions of a third party) and rules governing the treatment of the information upon and following the termination of the contract. See also our premium unilateral non-disclosure letter.

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Non-disclosure letter (unilateral, standard) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Consideration: consideration benefiting second party.
  4. Recipient
     confidentiality obligations:
    confidentiality undertaking; disclosure of confidential information by
    to certain persons; exceptions to
     confidentiality obligations; disclosures of
    confidential information mandated by law etc;
    to stop using confidential information upon termination;
    to delete confidential information following termination;
    confidentiality obligations after termination.
  5. Termination: termination by either party at will.
  6. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  7. Equitable relief: injunctive or other equitable relief.
  8. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
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