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Both parties will sign the NDA after they finish drafting it. Like any business contract, unilateral NDAs require someone with authority (i.e., a C-suite executive) to sign the agreement on behalf of each party. Then, one party will disclose the confidential information and designate it as confidential.
The agreement should identify the purpose to which the recipient can put the confidential information. All other uses of the confidential information should be prohibited. Sometimes a confidentiality agreement states that no rights are licensed by the confidentiality agreement. This is stating the obvious.
Each Party (i)shall maintain the other Party's Confidential Information strictly confidential, (ii)agrees that it will take the same steps to protect the confidentiality of the other Party's Confidential Information as it takes to protect its own Confidential Information, which shall in no event be less than reasonable ...
A confidentiality agreement should include a clear definition of the confidential information, scope of the agreement, obligations of the receiving party, the duration of the contract, any exceptions to confidentiality, and the consequences of a breach of the contract.
Here is a common example: CONFIDENTIALITY NOTICE: This message and any accompanying documents contain information belonging to the sender which may be confidential and legally privileged. This information is only for the use of the individual or entity to which it was intended.
Obligations can include: not using or exploiting the confidential information in any way except for the purpose; not recording the confidential information except as strictly necessary for the purpose; not transmitting it in any form or by any means outside its usual place of business; and not directly or indirectly ...
Upon signing this agreement, [insert name of the receiving party] agrees not to use any sensitive, privileged, or confidential information disclosed to them by [insert your name or business name] for any purpose other than the intended use as would be relevant to the relationship entered into by the parties.
Make sure to include the confidential information you need to protect under the agreement, including business secrets, financial information, and customer data. The agreement should also specify the parties involved, including the disclosing and the receiving parties.