Weagree model Confidentiality agreement (“NDA” or "CDA"). Slightly favouring the Disclosing Party and its confidential information. With optional sample “Purposes” descriptions and optional clauses that can be included depending on the context.
The NDA is generally one-sided; with relatively loose requirements regarding what is confidential information.
Addresses the basics: obligation to keep secret and treat confidential information with due care; limitation of use of the disclosed information to the Purpose only; prohibition to use that information for other purposes; common, limited exemptions for information that is in the public domain or developed independently, etc.
– limited to certain named employees or persons
– Non-analysis (of disclosed information such as samples) for non-permitted purposes
– competition law provision (duty not to share information of a competition sensitive nature)
– retrospective effect (to cover preceding disclosures)
– intellectual property rights (avoiding discussion that the Disclosing Party will own IP rights in improvements suggested by the receiving party)