Which clauses are usually included in Non-Disclosure Agreements?

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As any other agreement, a NDA must be adapted to the circumstances of each project. Hence, there is not a standard NDA. Nevertheless, there are some issues that in most cases should be considered by the parties involved, such as the following:

  • Identification of the parties;
  • Indicate the intentions of the parties in order to explain the context of the agreement;
  • Identify the call and the name/acronym of the project;
  • Clarify what should be considered as confidential information (e.g. all information or just information marked as “confidential”);
  • Define very precisely the permitted purpose of the disclosure in order to restrict the use of the information;
  • Consider the need to disclose the confidential information to employees;
  • List the obligations of the party receiving the information;
  • List any information considered as excluded;
  • Determine the entry into force of the NDA;
  • Determine the period of time of the confidentiality obligation (e.g. 3, 5 or 10 years);
  • Determine applicable law and jurisdiction