CONTRACTS: CLAUSES FROM AN NDA
Study Unit
CONTRACTS: CLAUSES FROM AN NDA ~18 min
1. DISCLOSURE OF CONFIDENTIAL INFORMATION The Disclosing Party may from time to time disclose Confidential Information to the Receiving Party. The Receiving Party agrees to: (i) limit disclosure of any Confidential Information to the Receiving Party’s directors, employees, agents or other authorised representatives (hereinafter “Representatives”) who need to know the Confidential Information in connection with the Proposed Transaction between the parties to which this Agreement relates; (ii) advise its Representatives of the proprietary nature of the Confidential Information and of the confidentiality obligations set out in this Agreement and require such Representatives to be bound by written confidentiality obligations no less stringent than those contained herein and assume full liability for acts or omissions by its Representatives that are in breach of its obligations under this Agreement; (iii) keep all Confidential Information strictly confidential by using a reasonable degree of care but not less than the degree of care used by it in protecting its own confidential information; (iv) not to disclose any Confidential Information received by it to any third parties save as otherwise provided for herein.
2. USE OF CONFIDENTIAL INFORMATION The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorised by this Agreement without the prior written consent of an authorised representative of the Disclosing Party. No other right in the Confidential Information, whether express or implied, is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.
3. REMEDIES Both parties to this Agreement (1) ….. and agree that the Confidential Information contained herein is of a unique and valuable nature and that the unauthorised dissemination of the Confidential Information could have the potential to (2) ….. or at the very least, (3) ….. the value of such information. The damage that the Disclosing Party could (4) ….. as a direct result of the unauthorised dissemination of the Confidential Information would be impossible to (5) ….. . Therefore both parties hereby agree that the Disclosing Party shall be entitled to claim injunctive relief that would (6) ….. the dissemination of any Confidential Information that would (7) ….. the terms set out in this Agreement. Any such injunctive relief provided shall be in addition to any other remedies available in common law or statute. The Disclosing Party shall be entitled to (8) ….. any costs and/or fees, including, but not limited to, any reasonable legal costs or fees which the Disclosing Party may (9) ….. while attempting to (10) ….. any such relief.
Read A opposite and match the following phrases from the contract with the definitions provided below.
1. ‘may from time to time’ 4. ‘no less stringent than’ 2. ‘the proprietary nature of’ 5. ‘assume full liability for’ 3. ‘to be bound by’ 6. ‘save as otherwise provided for herein’
(a) not in any way less severe or less strict (b) except where something to the contrary is specified in this contract, in which circumstances it is acceptable (c) has the right to do something, such as use a contractual right, more than once during the term of an agreement (d) the thing being described is someone’s property; someone owns it; it belongs to someone (e) someone is in a position where he or she is legally obliged either to do or not do something or else face legal consequences (f) accept full legal responsibility for something or someone
Read B opposite and also refer back to A then replace the underlined words in the sentences below with a word or phrase from the contract. 1. You may only disclose this information to your permitted representatives. 2. All of the following information about the proposed deal is to be kept confidential. 3. The confidential information is explained in full in our NDA. 4. You are liable for both the acts and inactions of your representatives. 5. All of the information we have shared with you is absolutely confidential. 6. You agree not to disclose any of this information at all to other parties. 7. The considered business relationship between us must not be known to our employees. 8. You must not disclose any of this information without our prior written permission. 9. The Disclosing Party grants the Receiving Party no additional rights, either express or implicit,
except those contained in this Agreement. 10. In spite of the disclosure that the Disclosing Party has made to the Receiving Party, ownership of the Confidential Information remains in the Disclosing Party.
Read C opposite and complete the contract clause with a verb from the box below.
(a) breach (c) prevent (e) sustain (g) destroy (i) incur (b) recover (d) obtain (f) acknowledge (h) calculate (j) diminish EXERCISE Refer back to A, B and C and answer the following questions. 1. Which four classes of people can the receiving party share the confidential information with? 2. Which words in the contract form the basic requirement for the receiving party to set up a Back-to-Back Agreement with its representatives? 3. What does the contract say about the standard of care that the receiving party is obliged to use in its efforts to keep the disclosing party’s information confidential? 4. Which two words in the contract mean to spread or share the confidential information without the agreement of the disclosing party? 5. What type of court order does the disclosing party have the right to claim if there is a breach of the NDA, expressed as the right to ‘injunctive relief’ in this contract?
Speaking & Writing for this topic
Two short tasks scored against TOEFL rubrics. The prompt is generated for this topic — use the vocabulary you have just studied.