Frequently Asked Questions
What exactly constitutes the confidential information in an NDA?
Confidential information in a Non-Disclosure Agreement (NDA) is defined as any information that is shared between parties but is not meant for public knowledge. This information is explicitly outlined in the NDA and can include a wide range of data such as trade secrets, business strategies, and other sensitive information. However, there are standard exclusions to what constitutes confidential information. These include information received from a third party, information developed independently, information already known before disclosure, publicly available information, and information required by law to be disclosed. A residual clause can also affect the definition of confidential information, allowing for information retained in a person's memory to be excluded. This clause often requires the destruction of all notes and summaries made by the receiving party. The term of the NDA is another crucial factor, as it determines the length of time the confidential information is protected. If the information is a trade secret, specific language must be included to ensure that expiration does not apply. In the event of a breach, the disclosing party may seek injunctive relief, which temporarily prohibits the receiving party from disclosing any confidential information. However, some NDAs may include a disclaimer of consequential damages or limitations of liability, which can limit the damages recoverable in a breach.
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