Non-Disclosure Agreement (NDA) Clause

An Non-Disclosure Agreement (NDA) Clause is a contract clause within an NDA agreement.

• Context:
  • It can (typically) work with other clauses within the NDA.
  • It can (often) be tailored to comply with relevant laws and regulations.
  • It can clarify the rights and responsibilities of each party in protecting confidential information.
  • It can establish the consequences for a breach of the agreement.
  • It can range from being a Definition of Confidential Information Clause to an Obligations of Receiving Party Clause.
  • ...
• Example(s):
  • Confidential Information Protection-Related Definitional Clauses, such as:
    • Definition of Confidential Information Clause: Specifies what information is considered confidential under the agreement. It can (typically) detail types of information, exceptions to confidentiality, and other essential terms to clearly define what is protected.
    • Exclusions from Confidential Information Clause: Outlines what information is not considered confidential, such as information already in the public domain or previously known.
    • Parties to Agreement Clause: Specifies the Disclosing and Receiving parties involved in the NDA, including any third parties who may receive the confidential information.
    • ...
  • Confidential Information Protection-Related Operational Clauses, such as:
    • Obligations of Receiving Party Clause: Outlines the responsibilities of the party receiving the confidential information, such as maintaining secrecy and limiting use. It can (typically) detail standard of care, permitted uses, and other essential terms related to the handling of confidential information.
    • Permitted Use of Confidential Information Clause: Clearly defines the specific purposes for which the confidential information can be used, restricting its use to these purposes only.
    • Procedures for Handling Confidential Information Clause: Describes the steps for properly handling, storing, and accessing confidential information to ensure its protection.
    • Non-Solicitation of Employees/Clients Clause: Prevents the receiving party from soliciting or hiring the disclosing party's employees or clients for a specified period.
    • ...
  • Confidential Information Protection-Related Duration and Termination Clauses, such as:
    • Term and Termination Clause: Specifies the duration of the agreement and the conditions under which it can be terminated. It can (often) specify the effective date, termination events, and survival of obligations to clarify the timeline of the agreement.
    • Return or Destruction of Information Clause: Describes the obligations of the receiving party regarding the return or destruction of confidential materials upon termination of the agreement. It can (often) specify timeframes, methods, and certification requirements for the handling of materials after the agreement ends.
    • Survivorship Clause: Ensures that certain obligations, such as maintaining confidentiality, survive the termination or expiration of the NDA.
    • ...
  • Confidential Information Protection-Related Legal and Compliance Clauses, such as:
    • Remedies for Breach Clause: Outlines the consequences and legal recourse available in the event of a breach of the agreement. It can (typically) detail equitable relief, indemnification, and other essential terms related to enforcement and dispute resolution.
    • Legal Obligation to Disclose Clause: Addresses the circumstances under which the Receiving Party may be required to disclose confidential information by law, such as in response to a court order, and typically includes provisions for notifying the Disclosing Party in such events.
    • Injunctive Relief Clause: Allows the Disclosing Party to seek a court order (injunction) to prevent unauthorized disclosure or continued breach of the NDA.
    • Legally Required Disclosure Clause: Mandates confidential information disclosure due to legal circumstances (such as subpoenas, court orders, or regulatory requirements). It can include provisions such as:
    • ...
  • Confidential Information Protection-Related Specialized Clauses, such as:
    • No Reverse Engineering Clause: Prohibits the receiving party from analyzing the confidential information to discover its underlying ideas, structure, or methods.
    • Residual Information Clause: Addresses the rights of the receiving party to use general knowledge, skills, and experience retained in memory, which is not considered confidential.
    • Non-Disclosure of Agreement's Existence Clause: Prevents the receiving party from disclosing the existence of the NDA itself.
  • ...
• Counter-Example(s):
  • General Contract Clauses, which are not specifically focused on confidentiality.
  • Non-Compete Clauses, which focus on preventing competition rather than protecting confidential information.
  • Indemnity Clauses, which deal with compensation for loss or damage rather than confidentiality.
  • Termination Clauses, which outline conditions for ending a contract rather than confidentiality specifics.
• See: NDA Article, NDA Provision, Contract Law, Intellectual Property Protection

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References

2024

• LLM
  • # Hierarchical Structure of NDA Clauses

1. **Definitional Clauses

  1.1. Definition of Confidential Information
     - Types of information covered
     - Marking requirements
  1.2. Exclusions from Confidential Information
     - Public knowledge
     - Previously known information
     - Independently developed information
  1.3. Parties to Agreement
     - Disclosing Party
     - Receiving Party
     - Any relevant third parties

2. **Operational Clauses

  2.1. Obligations of Receiving Party
     - Standard of care
     - Non-disclosure requirements
     - Security measures
  2.2. Permitted Use of Information
     - Specific authorized purposes
     - Restrictions on use
  2.3. Procedures for Handling Confidential Information
     - Storage requirements
     - Access limitations
  2.4. Non-Solicitation
     - Of employees
     - Of clients/customers

3. **Duration and Termination Clauses

  3.1. Term of Agreement
     - Effective date
     - Duration of confidentiality obligations
  3.2. Termination Conditions
     - Events triggering termination
     - Notice requirements
  3.3. Post-Termination Obligations
     - Return or destruction of information
     - Certification of compliance
  3.4. Survivorship
     - Obligations continuing after termination

4. **Legal and Compliance Clauses

  4.1. Remedies for Breach
     - Monetary damages
     - Injunctive relief
  4.2. Legal Obligation to Disclose
     - Notification requirements
     - Cooperation in seeking protective order
  4.3. Governing Law and Jurisdiction
  4.4. Dispute Resolution
     - Arbitration provisions
     - Mediation requirements

5. **Specialized Clauses

  5.1. No Reverse Engineering
  5.2. Residual Information
  5.3. Non-Disclosure of Agreement's Existence
  5.4. No Grant of Rights or Licenses
  5.5. Amendments and Waivers

6. **General Contract Clauses

  6.1. Entire Agreement
  6.2. Severability
  6.3. Assignment
  6.4. Counterparts

2024

• LLM
  • REQUEST: Please create a Wiki table titled "NDA Clauses and Proportions" with two columns: "NDA Clause Type" and "Estimated Clause Proportion (%)". The first column should list various common NDA clauses found in Non-Disclosure Agreements (NDAs), and the second column should provide the estimated proportion range (in percentage) of NDAs that typically include each clause.

NDA Clauses and Proportions

Clause Type	Estimated Proportion (%)
Definition of Confidential Information Clause	95-100
Exclusions from Confidential Information Clause	90-95
Parties to Agreement Clause	95-100
Obligations of Receiving Party Clause	90-95
Permitted Use of Confidential Information Clause	85-90
Procedures for Handling Confidential Information Clause	80-90
Non-Solicitation of Employees/Clients Clause	70-80
Term and Termination Clause	90-95
Return or Destruction of Information Clause	85-90
Survivorship Clause	80-85
Remedies for Breach Clause	90-95
Legal Obligation to Disclose Clause	85-90
Injunctive Relief Clause	80-85
No Reverse Engineering Clause	70-75
Residual Information Clause	60-65
Non-Disclosure of Agreement's Existence Clause	50-55

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