Confidentiality Agreement/NDA: one way – long

Confidentiality Agreement/NDA: One Way – Long

Long form confidentiality agreement template for use where only one party will disclose confidential information to the other party

Background

Why use Confidentiality Agreements?

Confidentiality Agreements (also known as NDAs) are used in corporate and commercial transactions as a preliminary agreement to enable parties to disclose confidential information prior to them discussing the main transaction.

By first entering into an NDA, the parties can exchange confidential information with each other with the assurance that, if the negotiations on the main transaction break down, the confidential information which has been disclosed will be protected by a legally enforceable agreement. 

About this Confidentiality Agreement: One Way – Long

This Confidentiality Agreement template is for the one-way exchange of confidential information.  Protections are generally for the benefit only of the discloser of confidential information.  The document is a long form agreement and contains relatively strong legal protections for the benefit of the disclosing party.

Which provisions of this NDA might require negotiation?

There are several provisions of this NDA which the potential recipient of the confidential information may find difficult to accept.  These include:

• non-solicitation covenants restricting the recipient from soliciting the disclosing party’s employees
• a contractual indemnity for breach of the confidentiality obligations
• the duration of the agreement

The explanatory guidance notes which accompany the document explain how these provisions might be negotiated between the parties to achieve a more balanced position between them.

Document features

Features include:

• 17 clauses over 9 pages
• Definition of Confidential Information
• Confidentiality obligations
• Permitted recipients to whom Confidential Information may be disclosed
• Circumstances in which compulsory disclosure may be made
• Return of Confidential Information to the owner
• Restriction on soliciting (poaching) the disclosing party’s employees
• Rights and remedies for breach of confidentiality obligations, including contractual indemnity in favour of disclosing party
• Duration of agreement

Explanatory guidance

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Alternative Confidentiality Agreements

For a shorter form of one way confidentiality agreement, see CON004.01 NDA: one-way – short.  For forms of confidentiality agreement where both parties will disclose confidential information to the other see NDA001.001 NDA: mutual – long and NDA002.001 NDA: mutual – short.

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