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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. The term of the agreement.

Most agreements that I see (if they have a term) have a time limit of two to five years. But your NDA also needs to say that, even if the term is ended, the disclosing party isn't giving up any other rights that it may have under copyright, patent, or other intellectual property laws.

And if you're reviewing a third party's standard document, then it is highly likely that you will be the one giving the indemnity. There is not generally a good reason for parties to give an indemnity under an NDA and it is definitely something that warrants more careful consideration and legal advice.

Employers must be prepared to terminate any employee who refuses to sign the agreement. If an employer allows even one employee to refuse and remain employed, the agreements signed by the other employees will not be legally binding.

To provide a simple answer: you may, in certain circumstances, override your duty of confidentiality to patients and clients if it's done to protect their best interests or the interests of the public. This means you may override your duty if: You have information that suggests a patient or client is at risk of harm.

Common exceptions are: Psychologists may disclose private information without consent in order to protect the patient or the public from serious harm if, for example, a client discusses plans to attempt suicide or harm another person.

The NDA should generally have an expiration date. The confidentiality obligations should not last any longer than the expected period for which confidentiality is really needed.