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NON DISCLOSURE AGREEMENT (NDA)

WHAT IS A NDA?

A Non-Disclosure Agreement, is an agreement wherein the parties comply with sharing the confidential information/data which is mentioned under the ‘Confidentiality Clause’ of the Non-Disclosure Agreement. The parties to the Non-Disclosure Agreement also agree

to not disclose such information to the third party.

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BENEFITS OF GETTING INTO AN NDA

Confidential Clause

It helps in maintaining the secrecy between the parties by legally binding them through various clauses constituted under the Non-Disclosure agreement. This prevents the receiving party from disclosing the information.

Legally Binding

A Non-Disclosure Agreement is legally binding and thus the party infringing the agreement would be legally susceptible to compensate

the damages to the aggrieved party.

Timeline of the Agreement

Various clauses of the Non-Disclosure Agreement also mentions the timeline up to which the party is
sure to maintain the secrecy. This era could even be beyond the effective period of the NDA itself.

Judgement in Favor of the Owner

The dispute are often referred to an Arbitrator or maybe taken to the court just in case of any violation. That’s how the owners of the tip are granted relief as they need come up with a Non-Disclosure Agreement to safeguard the information.

Types of NDA:

  • Unilateral NDA
  • Bilateral NDA
  • Multilateral NDA

PRECAUTIONS TO BE TAKEN BEFORE GETTING INTO AN AGREEMENT

01

One has got to ensure whether all the tip shared or are going to be shared with the opposite party is clearly and precisely mentioned within the Non-Disclosure Agreement.

04

Behavior during the NDA are often an early indicator of what the whole negotiation process are going to be like. While it's not advisable to incorporate unfair clauses

within the NDA, it creates a challenging

environment to be too rigid.

02

Ensure that the parties to the agreement clearly understands what they're signing into. Their obligations and rights under the

Non-Disclosure Agreement shall be clearly known and understood by the parties.

05

None of the clauses shall be confusing or

in conflict with the opposite clause within the same Non-Disclosure Agreement, because

it might create confusion amongst the parties. Since, the confusion between the parties

can also cause legal bills.

03

It is not advisable to incorporate unfair

clauses within the NDA, but prior analysis

of the character of the opposite party shall

be carefully done, which is additionally referred to as conducting Due Diligence, and accordingly necessary clauses shall be

inserted within the Agreement.

06

In the case of dispute or breach of agreement, if the parties to the agreement mutually comply to refer an Arbitrator rather than Court, it might be both the time and money

saving for both the parties.

WHEN TO SIGN A NON-DISCLOSURE AGREEMENT?

There are various events or circumstances under which an NDA shall be entered into and signed. Few of them are as follows:

  • Into a deal

  • While taking expert’s advice on a replacement product

  • While starting a replacement project

  • While investigating an opportunity of investment with other party

  • While providing employment

  • While signing a contract worker for a sensitive project

  • While handling sensitive client information

  • While discussing commercially sensitive information with other party, etc.

So on keep it secured as per the terms of the Non-Disclosure Agreement which are inserted to

guard the proprietary information from being misused.

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