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Playbooks
NDA
Review Process:
NDA Playbook
Clause
Language
1
Confidential Information
Define Confidential Information
The confidential information disclosed by the Disclosing Party under this Agreement shall include, but is not limited to: documents, records, information and data (whether verbal, electronic, or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, inventions, patent applications, know how, experimental results, specifications and other business information, relating to a party’s business, assets, operations, or contracts, or that of either parties’ clients, customers, affiliates, subcontractors or other persons that is not generally known to the public furnished to the Recipient and/or the Recipient’s affiliates, employees, officers, owners, agents consultants or representatives in furtherance of the Purpose, regardless of whether such information has been expressly designated as confidential or proprietary.
⭐ Ensure purpose is defined.
2
Exclusions
Confidential information does not include information that: (a) was or becomes otherwise available to Recipient without restrictions on use and disclosure similar to those herein; (b) is or becomes available to the public through no fault of Recipient; or (c) is independently developed by the Recipient without the use of confidential information belonging to the Disclosing Party as evidenced by Recipient’s written records.
3
HIPPA
The Recipient shall, where applicable, protect the confidential information in a manner consistent with the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 Privacy and Security provisions and all other applicable regulations.
4
Criminal History Records
The Recipient shall comply with all applicable Federal and State regulations intended to protect criminal history records as they apply to the confidential information.
5
Disclosing Party’s Policies/Directives
The Recipient shall comply with all Disclosing Party’s directives, policies, practices and procedures as they apply to the protection of the confidential information, provided that such instructions do not conflict with applicable law.
6
A State Notification Act
The Recipient shall, in the event, of unauthorized disclosure of the confidential information, immediately notify the Disclosing Party, in writing, and if applicable, fully comply with the requirements of the New York State Breach Notification Act.
7
Indemnity (SLED/Federal only)
The Recipient shall defend, indemnify and hold harmless the Disclosing Party from any third party suits, causes of actions, claims, grievances, direct damages, judgments, and costs of every name and description under this Agreement, unless such injuries or damages are directly attributable to the intentional acts or negligent conduct of the Disclosing Party or their employees.
8
Indemnity (Commercial/Healthcare)
Remove
Iron Bow does not agree to indemnity provisions at the NDA stage. The parties can review and negotiate an indemnity clauses at the master level.
9
Arbitration
Remove
Iron Bow does not agree to arbitration provisions within an NDA.
10
Governing Law
Commonwealth of Virginia
Delaware (Wilmington) or New York (New York City) with the following comment:
Iron Bow’s preference is to have this NDA be governed by the commonwealth of Virginia, however we can accept Delaware or New York as neutral.
Escalate to Contracts Manager if customer continues to push back with their jurisdiction
❌Iron Bow will not accept Louisiana (Hard Stop)
11
Ownership
Except the limited right to use Confidential Information for the sole purpose set forth in XXX above, neither the execution of this Agreement nor the disclosure of any Confidential Information by one party hereunder shall be construed as granting the other party any license (expressly, by implication, estoppel, or otherwise), right of ownership in, nor intellectual property right in Confidential Information, any invention, patent, patent application, or copyright now or hereafter owned or controlled by the Disclosing Party.
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