The 5 Key Clauses For Every Confidentiality Agreement

Описание: Hold Your Fort!!!

At times, you’ll have to share or disclose proprietary and confidential information regarding your business with other parties. Without doubt, you have the legitimate interest to protect such information at all costs and make sure that the other party doesn’t use it without your approval, or outright steal it. How do you do that? By signing a confidentiality agreement with them.

What’s A Confidentiality Agreement?

A confidentiality agreement is a pact, usually written, that parties sign on to protect the integrity, privacy, or secrecy of any information shared or matters being discussed and agree upon. Signing one helps you to plan for contingencies so that you don’t have to deal with them in the courtroom.

Clauses that must be incorporated in a Confidentiality Agreement

1.      Authorized Purpose Clause

This clause sets straight the purpose and extent to which the other party is permitted to use any information or data shared or revealed during the signing of the confidentiality agreement. Naturally, you may want to keep this leeway as narrow as possible and ensure your confidential information is not used for other purposes other than the ones agreed upon.

2.      Return & Certify Clause

This clause concerns the use of language that discusses the returns and certification of the confidential information. At times, business deliberations tend to reach a stalemate, which underscores the need for a confidentiality agreement to contain a provision stating that the receiving party must give back any proprietary information shared with them and not use it whatsoever after that.

3.      Indemnification Clause

By definition, indemnification is a fancy pants terms for a legal right for the other party to do something – a legal right to cure you. As a trendy provision, it requires the receiving party to provide a remedy in case they screw things up with your confidential information.

4.      Non-Circumvention Clause

As the term suggests, the non-circumventing clause mandates that no party can look for a way around the confidential agreement in a deceptive manner and, thus, harm the interest of the other or benefit in a way unrelated to the terms of the initial contract.

5.      Prevailing Party’s Fees Clause

This is basically attorneys’ fees and it’s only given to the prevailing party (whoever wins in a court). In the case of a breach of contract, the rule in this country is that every party is responsible for attorney’s fees, unless the contract says otherwise or there’s a statute that can be referenced to.

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