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Frequently Asked Questions

What are the standard exclusions that do not constitute confidential information in an NDA?

In a Non-Disclosure Agreement (NDA), certain standard exclusions are typically outlined that do not constitute confidential information. These exclusions are crucial to understand as they define the boundaries of the agreement. Firstly, information that is received from a third party that permits its disclosure is not considered confidential. Secondly, information that was developed independently of the information contained in the confidentiality agreement is also excluded. Thirdly, information that the receiving party already knew prior to the time of disclosure is not confidential. Fourthly, information that is publicly available without breaching the agreement by the receiving party is not confidential. Fifthly, if the disclosing party gives consent that allows the receiver to disclose certain information, it is not considered confidential. Lastly, information that is required by law to be disclosed by the receiving party is not confidential. In addition to these standard exclusions, a residuals clause may also be included in an NDA. This clause makes an exception for information that would be considered retained in a person's memory. However, this clause is often viewed with scrutiny by the disclosing party.
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