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Non-disclosure letter (unilateral, premium)

This letter template can be used to protect the confidential information that one person discloses to another.

A flexible definition of "confidential information" is included in the document, allowing it to be used in a range of different circumstances. The document also includes an optional limitation upon the purposes for which the confidential information may be used, together with optional post-termination provisions (dealing with the question of what happens to the confidential information once the parties' relationship comes to an end).

This template is substantially identical to our premium one-way NDA template, save that it comes in the form of a letter. A letter format may be more appropriate when dealing with a person who is unaccustomed to signing legal agreements.

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Non-disclosure letter (unilateral, premium) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Consideration: consideration benefiting second party.
  4. Recipient
    's confidentiality obligations:
    second party confidentiality undertaking; 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. Recipient
    's publicity obligations:
    no public disclosures by second party; permitted public disclosures by second party.
  6. Intellectual property rights: no assignment of first party intellectual property rights; no licence or limited licence to use first party confidential information.
  7. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  8. Recipient
     indemnity:
    second party indemnifies first party upon breach.
  9. Termination: termination by either party at will.
  10. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  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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