NDA / Confidentiality Agreement for Transaction (One way / Unilateral)

This NDA / Confidentiality Agreement for Transaction (One way / Unilateral) is a legal document that establishes a confidential relationship between the discloser and the disclosee. The document is important as it ensures that any confidential information shared between the parties remains protected and cannot be disclosed to any third party without prior consent.

 

The document begins with a detailed interpretation section, which defines various terms used throughout the agreement. This section ensures that both parties have a clear understanding of the terms and expressions used in the document.

 

The obligations of confidentiality are outlined in Section 2. The disclosee undertakes to maintain the confidentiality of the information provided by the discloser and to use it exclusively for the purpose specified in the agreement. The disclosee is prohibited from copying, reproducing, or reducing the information to writing without the prior written approval of the discloser.

 

Section 3 outlines the confidentiality measures that the disclosee must take to protect the disclosed information. These measures include restricting access to the information to approved representatives, keeping the information separate from other documents, and implementing appropriate security measures to prevent unauthorized access or disclosure.

 

The document also includes provisions for exceptions to the confidentiality obligations in Section 4. The disclosee is not bound by the confidentiality obligations if the information becomes publicly available, was already known to the disclosee, or was disclosed by a third party with the right to do so.

 

Section 5 addresses the return of information. Upon request by the discloser, the disclosee must return or destroy all documents and materials containing the information. However, the confidentiality obligations continue to apply even after the completion of the purpose or the return of the information.

 

The document includes disclaimers and warranties in Section 6, stating that the discloser does not guarantee the accuracy or completeness of the information provided. The disclosee agrees that neither the discloser nor any of its connected persons will be liable for any use of the information.

 

Section 7 covers various confidentiality provisions, including keeping the existence and nature of the agreement confidential, restrictions on contacting representatives of the other party, and non-solicitation of employees or customers.

 

The document also includes provisions for remedies in case of breach of the confidentiality obligations (Section 8), waiver of rights (Section 9), and assignment of rights (Section 10).

 

The entire agreement is set out in Section 11, stating that it represents the entire understanding between the parties. The document also includes provisions for governing law and jurisdiction (Section 13) and notices and service (Section 14).

 

Finally, Section 15 clarifies that the agreement does not confer any rights on third parties, except for the connected persons of the parties who have the right to enforce the terms of the agreement.

 

In summary, this NDA / Confidentiality Agreement for Transaction (One way / Unilateral) is a comprehensive legal document that establishes a confidential relationship between the discloser and the disclosee, ensuring the protection of confidential information shared between the parties.

How to use this document?

To use this NDA / Confidentiality Agreement for Transaction (One way / Unilateral), follow these steps:

1. Review the document: Read the entire agreement carefully to understand its terms and provisions.

2. Fill in the parties' information: Enter the names and principal places of business of both the discloser and the disclosee in the designated sections of the agreement.

3. Understand the interpretation section: Familiarize yourself with the definitions of key terms used throughout the agreement to ensure a clear understanding of the document.

4. Obligations of confidentiality: Take note of the obligations outlined in Section 2, which include maintaining the confidentiality of the information and using it exclusively for the specified purpose.

5. Implement confidentiality measures: Follow the guidelines in Section 3 to ensure the proper protection of the disclosed information, including restricting access, keeping information separate, and implementing security measures.

6. Exceptions to confidentiality: Be aware of the exceptions outlined in Section 4, which relieve the disclosee from confidentiality obligations in certain circumstances.

7. Return of information: If requested by the discloser, promptly return or destroy all documents and materials containing the information as outlined in Section 5.

8. Disclaimers and warranties: Understand the disclaimers and warranties in Section 6, acknowledging that the discloser does not guarantee the accuracy or completeness of the information.

9. Confidentiality provisions: Adhere to the confidentiality provisions in Section 7, including keeping the existence of the agreement confidential and refraining from contacting representatives of the other party without prior consent.

10. Remedies for breach: Take note of the remedies available to the discloser in case of a breach of the confidentiality obligations, as outlined in Section 8.

11. Waiver and assignment: Understand the provisions regarding waiver of rights (Section 9) and assignment of rights (Section 10), which restrict the disclosee from assigning its rights or waiving any provisions without consent.

12. Entire agreement: Recognize that the agreement represents the entire understanding between the parties, as stated in Section 11.

13. Governing law and jurisdiction: Be aware of the governing law and jurisdiction provisions in Section 13, which determine the applicable laws and jurisdiction for any disputes.

14. Notices and service: Follow the guidelines in Section 14 for serving notices, ensuring that any communication is properly delivered to the intended recipient.

15. Third-party rights: Understand that the agreement does not confer rights on third parties, except for the connected persons of the parties, as stated in Section 15.

By following these steps, you can effectively use this NDA / Confidentiality Agreement for Transaction (One way / Unilateral) to establish a confidential relationship and protect confidential information between the discloser and the disclosee.