Business Plan Non Disclosure Agreement
Business Plan Non Disclosure Agreement
Business Plan Non Disclosure Agreement
Included:
Overview Dos and Donts Checklist Business Plan Non-Disclosure Agreement Instructions Sample Business Plan Non-Disclosure Agreement
1. Overview
Non-disclosure agreements (also called NDAs or confidentiality agreements) have become increasingly important for businesses of all sizes, serving as the first line of defense in protecting company inventions, trade secrets, and hard work. These agreements are critical not only when confidential information has been wrongly disclosed, but also when such disclosures have not yet occurred. At their core, non-disclosure agreements build relationships of trust between two or more parties. The agreements contemplate situations in which at least one party is sharing confidential and proprietary information with the other, and protect the immediate and future security of the disclosed information. Once signed, a non-disclosure agreement allows for open dialogue between parties, creating an environment in which information can be discussed freely and the true objectives of the meeting or relationship can be achieved (e.g., a company can be created, a strategic partnership can be established, etc.). The enclosed document allows your company to reveal its business plans without worrying that a consultant will turn into a competitor. A written contract minimizes confusion, misunderstanding, and error, and sets forth the parties expectations and fulfillment obligations. In every way, this promotes successful and profitable business arrangements.
In addition to using a non-disclosure agreement, write CONFIDENTIAL in bold letters on your business plan and any other documents with proprietary information. This will remind everyone of the nature of the information and of their obligation to protect it. Review the non-disclosure agreement carefully. One size does not fit all.
information does not violate the agreement. First: if the confidential information has been made public by someone other than the Recipient. Second: if the confidential information had been provided to the Recipient in a non-confidential manner previously. In other words, the information was provided to the Recipient before he or she signed the agreement, during which time the information either was not considered confidential or was provided in a manner suggesting it was not confidential. Third: if the Recipient is legally compelled to provide confidential information. If this is the case, however, the Recipient must alert the Company immediately, so the Company may limit potential damage. Fourth: if the confidential information was independently developed by the Recipient without breaching the agreement. In other words, if the Recipient generated the same information without reference to protected data. The fourth exception is included because many financiers, investors, and business owners will require it. Section 3: Term. States that the Recipient must treat the confidential information as confidential for a certain number of years after it is provided. Enter the number of years that you want this information to be protected. Section 4: No License. Restates that the confidential information is being communicated for a specific business purpose only. In other words, the Recipient does not receive any ownership rights to the information through this agreement. Section 5: No Publicity. Indicates that the Recipient and the Company will keep their dealings confidential. This is typically used for joint ventures, acquisitions, mergers, and similar arrangements, where disclosure of the relationship could diminish the value of a company or its business. Section 6: Governing Law and Equitable Relief. Allows one of the parties, often the Company, to choose the state laws that will be used to interpret the agreement. Note that this is not a venue provision: the included language will not impact where a potential claim can be brought. Please write the applicable state in the blank provided. The provision also allows the Company to seek equitable relief (i.e., court remedies requiring a party to perform or refrain from performing certain acts) for any violation of the agreement. Section 7: Entire Agreement. The parties agreement that the document theyre signing is the agreement about the confidential information. In other words, if previous agreements or promises surface, the signed agreement will control. The clause also requires changes to be in writing and signed by both parties. Section 8: No Assignment. Indicates that the Recipient cannot transfer his or her obligations under the agreement to a third party. Section 9: Severability. Protects the terms of the agreement as a whole, even if one part is later invalidated. For example, if a state law is passed prohibiting choice-of-law provisions, it will not undo the entire agreement. Instead, only the section dealing with choice of law would be invalidated, leaving the remainder of the agreement enforceable. Section 10: Notices. Lists the addresses to which all official or legal correspondence will be delivered. Section 11: No Implied Waiver. Explains that if the Company ignores or allows the Recipient to break an obligation related to the confidential information, it does not mean the Company waives his future rights to enforce the same obligations.
Section 12: Headings. Notes that the headings at the beginning of each section are meant to organize the document, and should not be considered operational parts of the agreement. Remember: although the protection of your business starts with a well-crafted non-disclosure agreement, it doesnt end there. Be vigilant in protecting your intellectual property and deal intelligently with your employees, business partners, and customers. It takes only one disclosure to alter the landscape of your business permanently.
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