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.Ask about this document
Non-disclosure agreement (business venture) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
- First Partyconfidentiality obligations: first party confidentiality undertaking (permitted purpose mandatory); disclosure of confidential information byFirst Partyto certain persons for permitted purpose; exceptions toFirst Partyconfidentiality obligations; disclosures ofSecond Partyconfidential information mandated by law etc;First Partyto stop using confidential information upon termination;First Partyto return or destroy confidential information following termination;First Partyconfidentiality obligations after termination.
- Second Party's confidentiality obligations:Second Partyconfidentiality undertaking (permitted purpose mandatory); disclosure of confidential information bySecond Partyto certain persons for permitted purpose; exceptions toSecond Partyconfidentiality obligations; disclosures ofFirst Partyconfidential information mandated by law etc;Second Partyto stop using confidential information upon termination;Second Partyto return or destroy confidential information following termination;Second Partyconfidentiality obligations after termination.
- Publicity: no public disclosures by Second Party; no public disclosures byFirst Party.
- Intellectual property rights: no assignment of intellectual property rights; no licence or limited licence to use First Partyconfidential information; no licence or limited licence to useSecond Partyconfidential information.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- Termination: termination by either party at will.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- 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.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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