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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
     confidentiality obligations:
    first party confidentiality undertaking (permitted purpose mandatory); disclosure of confidential information by
    First Party
    to certain persons for permitted purpose; exceptions to
    First Party
    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 for permitted purpose; exceptions to
    Second Party
     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. Termination: termination by either party at will.
  9. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  10. Equitable relief: injunctive or other equitable relief.
  11. 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.
  12. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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