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Non-disclosure agreement (business venture)

Business venture discussions usually involve the exchange of confidential information such as business plans and financial data, and it is common for the parties to enter into a non-disclosure agreement to protect that information. This is a mutual or two-way agreement, protecting the information of both parties. The default provisions are mirror images, but the agreement can be adapted so that different rules apply to each party.

This documents is a lightly modified version of our mutual/premium non-disclosure agreement.

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Non-disclosure agreement (business venture) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. First Party
    's confidentiality obligations:
    first party confidentiality undertaking (permitted purpose mandatory); disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
  4. Second Party
    's confidentiality obligations:
    second party confidentiality undertaking (permitted purpose mandatory); disclosure of confidential information by second party to certain persons; exceptions to second party's confidentiality obligations; disclosures of first party confidential information mandated by law etc; second party to stop using confidential information upon termination; second party to return or destroy confidential information following termination; second party confidentiality obligations after termination.
  5. Publicity: no public disclosures by second party; no public disclosures by first party.
  6. Intellectual property rights: no assignment of intellectual property rights; no licence or limited licence to use first party confidential information; no licence or limited licence to use second party confidential information.
  7. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  8. Indemnities: first party indemnifies second party upon breach; second party indemnifies first party upon breach.
  9. Data protection: warranty of right to disclose personal data; personal data processing undertakings.
  10. Termination: termination by either party at will.
  11. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  12. 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.
  13. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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