Rhode Island Confidentiality Agreement Between Parties Contemplating A Transaction

State:
Multi-State
Control #:
US-OG-196
Format:
Word; 
Rich Text
Instant download

Description

This confidentiality agreement is entered into to facilitate the evaluation of a possible business transaction involving the "Buyer" and the "Seller". Buyer will deliver to Seller, on the execution and delivery of this Agreement by both Parties, certain information (written and oral) respecting the business, properties, and operations of Buyer that Seller is required to keep confidential.

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FAQ

Besides naming all parties to the NDA, five essential elements every NDA should include are:Description of the Confidential Information.Requirements and Obligations of the Parties.Exclusions to the Confidentiality Agreement.Term of the Non-Disclosure Agreement.Consequences of Breach of the NDA.

A confidentiality agreement or a non-disclosure agreement (NDA) is a legal contract between two or more parties whereby controls are put around the use and disclosure of the confidential information belonging to the other party/parties.

The information not protected by a confidentiality agreement includes: Information the recipient knew prior to signing the agreement. Information the recipient learns from alternative sources or information that is public knowledge.

To create a legally-binding non-disclosure contract, you must use specific language when defining confidential information, parties, and scope. Broad language that can be interpreted many ways may not hold up in a legal dispute.

Confidentiality agreements, sometimes called secrecy or nondisclosure agreements, are contracts entered into by two or more parties in which some or all of the parties agree that certain types of information that pass from one party to the other or that are created by one of the parties will remain confidential.

If a perpetual confidentiality agreement is used in these states and both trade secret and non-trade secret confidential information is disclosed, then a company runs the risk that a court may find the agreement unenforceable, which would thereby extinguish trade secret protection for any disclosed information.

To create a legally-binding non-disclosure contract, you must use specific language when defining confidential information, parties, and scope. Broad language that can be interpreted many ways may not hold up in a legal dispute.

How long should the recipient of confidential information keep it a secret? Your NDA may state that this obligation survives in perpetuity (that is, with no fixed termination date), but the markup you receive caps the period to the term of the agreement, or to several years after disclosure of the information.

Identification of the parties. Definition of what is deemed to be confidential. The scope of the confidentiality obligation by the receiving party. The exclusions from confidential treatment.

Confidentiality agreements can run indefinitely, covering the parties' disclosures of confidential information at any time, or can terminate on a certain date or event. Whether or not the overall agreement has a definite term, the parties' nondisclosure obligations can be stated to survive for a set period.

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Rhode Island Confidentiality Agreement Between Parties Contemplating A Transaction