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Frequently Asked Questions

How should the term for an NDA be set and how long can it restrict the disclosure of confidential information?

Setting the term for a Non-Disclosure Agreement (NDA) and determining the length of time it can restrict the disclosure of confidential information requires careful consideration. The term of the NDA should be clearly defined and should be long enough to protect the confidential information. If the confidential information constitutes a trade secret, specific language should be included to indicate that expiration does not apply to trade secrets. The NDA should also clearly define what constitutes confidential information and should include any prior disclosures that need to be made before it is signed. Standard exclusions should be named, which do not constitute confidential information. These can include information received from a third party, information developed independently, information already known by the receiving party, publicly available information, consent from the disclosing party, and information required by law to be disclosed. In addition to these, the NDA may also include a residuals clause, a disclaimer of consequential damages, waivers of injunctive relief, limitations of liability, and non-solicitation or non-competition provisions. These clauses can provide additional protection for the disclosing party and can help to tailor the NDA to the specific needs of the parties involved.
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