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Non discloser agreement

August 7, 2009

Non disclosure agreement or confidential agreement is a legal contract between at least two parties that outlines confidential materials or knowledge the parties wish to share with one another for certain purposes, but wish to restrict from generalized use.

1. Identfiying the parties:
The name of disclosure and name of recipient should be mentioned because he is responsible of the disclosure agreement.
2. Statement of reasons:
In short paragraphs explain about the disclosure information and mention the reasons why the information is kept in secret.
3. Definations:
Define the following list are confidential information, disclosure, technical terms, personnel, subcontractors, subsidiary companies, partners because some one cannot know about the terms.
4. Disclosure information:
In state the disclosure information is explained in detail for example like Technical drawings and design Algorithms, mathematical or chemical formula, Know-how, trade secrets, Research results, A business plan, Financial data, Commercial data, Negotiations, Miscellaneous.
5. Exceptions
It is necessary to limit the scope of the confidentiality agreement by determining the information which is not covered by its obligations.
6. Use of information:
This state that limit for the recipient i.e (this information is used for certain propose).
The parties can define the uses which may be made of revealed information such as:
ᅡᄋ Use for research purposes;
ᅡᄋ The technical or commercial assessment of an invention or a product;
These uses have to be clearly defined to avoid any problem of interpretation.
7. Various provisions:
Specific clauses can be provided for in order to organize the exchange of confidential information:
ᅡᄋ Receipts can be signed by the recipient at the time of the handing-over of each confidential document, containing a description of transmitted information, the date of its disclosure and any due date for the document to be returned;
ᅡᄋ Security measures can be prescribed to the recipient in order to guarantee the confidentiality of revealed information: security plans, procedures, etc.
ᅡᄋ In certain cases, the recipient will have to remunerate or provide the owner with a consideration when the information is made available.
8. Permissible disclosure of confidential information:
The name of person who signs the agreement he must clearly agree with disclosure information.
9. Reserving intellectual property rights:
In order to avoid any misunderstanding, it can be useful to specify that no intellectual property rights, copyright on the provided documents.
10. Terms of agreement:
In this line shows that term of the confidentiality agreement has to be mentioned either in the form date-to-date or period of time should be mentioned.
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