Overview of Non Disclosure Agreement

• Legal Protection: It can be enforced by law.
• A Non-disclosure agreement enables the parties to define “confidential information”.
• A Non-disclosure agreement can include provisions dealing with the consequences of the recipient breaching the Non-disclosure agreement.
• More legal protections and options if another party does infringe on a patent or otherwise use protected information.

A few considerations are necessarily needs to be made before you go ahead with the plan of starting a Private Limited company. Ensure that you are ready with the decisions of the following points:

• Unilateral
  It is types of Non-disclosure Agreement there are two parties, in which one party i.e. the disclosing party will disclose certain information to the other partyand requires that the information be protected from further disclosure for some reason.
• Bilateral
  This type of Non-disclosure Agreement involves two parties where both parties anticipate disclosing information to one another that each intends to protect from further disclosure. This type of NDA is common when businesses are considering some kind of joint venture or merger.
• Multilateral
  This type of Non-disclosure Agreement involves three or more parties are involved, out of which one of the parties discloses a piece of confidential information and the other parties promise to have that information protected from any further disclosures.

• Identification of parties to the Agreement;
• Type of Information to be shared and considered confidential;
• Rights and obligations of the parties;
• Duration of the Agreement; and
• The clear reason as to why information contained in the agreement is considered as confidential and for what purpose.

• The information mentioned in the Agreement is clear and concise;
• There shall be no ground of ambiguity;
• No such clause shall be mentioned in the Agreement which is detrimental or unfair for the other party; and
• Proper duration of the Agreement shall be mentioned

Definition of Confidential Information

• This clause clearly spells out what information is not to be disclosed. This is the whole point of the agreement right here.ANon-disclosure should also contain a clause that specifies who else the Recipient Party may disclose the confidential information to during the course of due diligence and business discussions.

The Terms and Duration

• Every Non-disclosure agreement should have a clearly defined timeframe. There’s no standard time-limit for these agreements, as each situation is unique.

The Permitted Use of the Information

• A Non-disclosure should also contain a clause that specifies who else the Recipient Party may disclose the confidential information to during the course of due diligence and business discussions.

The Legal Obligation to Disclose

• To protect both parties – the Disclosing and the Recipient – in these kind ofinstances, your Non-disclosure should include a clause acknowledging that a legal obligation to disclose is not a violation of the agreement.

The Return of the Information

• There shall be clause that at the end of the agreement, the confidential information typically needs to be returned or destroyed by the Recipient Party.

The Jurisdiction

• This Clause shall state that in case of conflicts under which jurisdiction of court the matter be held.

The Remedies

• This clause shall contain the acceptable remedies available to both the parties in case of breach of agreement.

Responsibility over Legal Fees

• Its best to have a mutually agreeable clause that clearly defines who will be responsible for legal fees should a suit be filed. Even if that means clarifying that each party will be responsible for their own fees, regardless of the outcome.