The Non-Mutual NDA is essential when one party needs to share sensitive business information with another party while maintaining strict confidentiality. This document is commonly used in business negotiations, potential partnerships, or vendor relationships where information flow is primarily one-directional. Under U.S. jurisdiction, this agreement provides legal protection through both federal and state laws, offering the disclosing party remedies in case of unauthorized disclosure or misuse of confidential information.
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1. Parties: Identification of the disclosing party and receiving party
2. Background/Recitals: Context of the agreement and purpose for sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Purpose'
4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
5. Term and Termination: Duration of the agreement and termination provisions
6. Return of Confidential Information: Obligations regarding return or destruction of confidential materials
7. Remedies: Rights and remedies in case of breach
8. Governing Law: Applicable law and jurisdiction
1. Permitted Disclosures: Provisions specifying circumstances where disclosure is allowed, such as court orders or regulatory requirements
2. Non-Solicitation: Optional restrictions on soliciting employees or customers of the disclosing party
3. Securities Laws Compliance: Provisions regarding insider trading and compliance with securities laws when confidential information includes material non-public information
4. Assignment: Provisions regarding the right to assign the agreement to other parties
1. Description of Purpose: Detailed description of the business purpose for which confidential information is being shared
2. Specific Confidential Information: Detailed list or description of specific confidential materials or information types covered by the agreement
3. Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information
4. Security Procedures: Specific procedures and protocols for handling and protecting confidential information
Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
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