Non-Disclosure Agreement Boilerplate: What You Need to Know
A Non-Disclosure Agreement (NDA) is a legal document that establishes a confidential relationship between two or more parties. It is often used in business transactions to protect trade secrets, proprietary information, and other sensitive information from being shared with unauthorized third parties.
When drafting an NDA, it is important to include a boilerplate that outlines the key provisions of the agreement. This can help ensure that the agreement is comprehensive and legally enforceable. Below are some key elements that should be included in an NDA boilerplate.
1. Definition of Confidential Information
The boilerplate should define what constitutes confidential information. This may include trade secrets, proprietary information, customer data, financial information, and any other information that is not generally known to the public.
2. Obligations of the Receiving Party
The boilerplate should outline the obligations of the receiving party, including the duty to keep the confidential information confidential and to use it only for the purposes specified in the agreement. The receiving party should also be required to take reasonable measures to protect the confidentiality of the information.
3. Term of the Agreement
The boilerplate should specify the term of the agreement, which is typically a fixed period of time. The term may expire automatically or require the parties to formally terminate the agreement.
4. Exclusions
The boilerplate may include exclusions that limit the scope of the agreement, such as information that is already in the public domain or becomes public through no fault of the receiving party.
5. Remedies for Breach
The boilerplate should outline the remedies available to the disclosing party in the event of a breach of the agreement. This may include injunctive relief, monetary damages, and other remedies as specified in the agreement.
6. Governing Law and Jurisdiction
The boilerplate should specify the governing law and jurisdiction of the agreement. This can help ensure that the agreement is enforceable in the appropriate jurisdiction.
Overall, including a boilerplate in an NDA can help ensure that the agreement is comprehensive and legally enforceable. It is important to work with an experienced attorney to ensure that the NDA is tailored to your specific needs and requirements. By doing so, you can protect your confidential information and ensure that your business relationships remain secure.
